Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Poseida Therapeutics, Inc.), Investors’ Rights Agreement (Poseida Therapeutics, Inc.), Investors’ Rights Agreement (Poseida Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Septerna, Inc.), Investors’ Rights Agreement (Septerna, Inc.), Investors’ Rights Agreement (Rapport Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under on other than a subordinate basis after all Holders have had the terms opportunity to include in the registration and offering all shares of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 4 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Kaleido Biosciences, Inc.), Investors’ Rights Agreement (Rubius Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Gemini Therapeutics, Inc. /DE), Investors’ Rights Agreement (Aerovate Therapeutics, Inc.), Investors’ Rights Agreement (Galecto Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; , or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Backblaze, Inc.), Investors’ Rights Agreement (Backblaze, Inc.), Investors’ Rights Agreement (Avedro Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority fifty percent (50%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Gain Therapeutics, Inc.), Investors’ Rights Agreement (Gain Therapeutics, Inc.), Investors’ Rights Agreement (Gain Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9Section 6.10.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Invitae Corp), Investors’ Rights Agreement (Invitae Corp), Investors’ Rights Agreement (Invitae Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingoutstanding and held by the Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 3 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Rhythm Pharmaceuticals, Inc.), Investors’ Rights Agreement (Rhythm Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this AgreementClosing Date, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (ia) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (iib) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to any additional Investor Holder who becomes a party to this Agreement in accordance with Subsection 6.9Section 7.10.
Appears in 3 contracts
Sources: Stockholder and Registration Rights Agreement (SAB Biotherapeutics, Inc.), Merger Agreement (Big Cypress Acquisition Corp.), Stockholder and Registration Rights Agreement (Big Cypress Acquisition Corp.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor Additional Purchaser who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Caribou Biosciences, Inc.), Investors’ Rights Agreement (Caribou Biosciences, Inc.), Investors’ Rights Agreement (Gritstone Oncology, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 3 contracts
Sources: Investor Rights Agreement (Arteris, Inc.), Investor Rights Agreement (ArcherDX, Inc.), Investor Rights Agreement (ArcherDX, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Casper Sleep Inc.), Investors’ Rights Agreement (Casper Sleep Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under on other than a subordinate basis after all Holders have had the terms opportunity to include in the registration and offering all shares of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.96.10.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Oncorus, Inc.), Investors’ Rights Agreement (Oncorus, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (SeqLL, Inc.), Investors’ Rights Agreement (SeqLL, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, outstanding enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.Subsection
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Root, Inc.), Investors’ Rights Agreement (Root Stockholdings, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Stockholders Agreement (Erasca, Inc.), Stockholders Agreement (Erasca, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (AbSci Corp), Investors’ Rights Agreement (AbSci Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Opgen Inc), Investors’ Rights Agreement (Opgen Inc)
Limitations on Subsequent Registration Rights. From and after the date of this AgreementClosing Date, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (ia) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (iib) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to any additional Investor Holder who becomes a party to this Agreement in accordance with Subsection 6.9Section 6.10.
Appears in 2 contracts
Sources: Registration Rights Agreement (Osprey Technology Acquisition Corp.), Merger Agreement (Osprey Technology Acquisition Corp.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Karuna Therapeutics, Inc.), Investors’ Rights Agreement (Karuna Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.95.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Eidos Therapeutics, Inc.), Investors’ Rights Agreement (Eidos Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding (excluding any shares of Series E-2 Preferred Stock and Series F-2 Preferred Stock then outstanding), enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder to include such securities in any registration unless, under on other than a subordinate basis after all Holders have had the terms of such agreement, such holder or prospective holder may opportunity to include such securities in any such the registration only to the extent that the inclusion of such securities will not reduce the number of the and offering all Registrable Securities of the Holders that are included; they wish to so include or (ii) would allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Flywire Corp), Investors’ Rights Agreement (Flywire Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Alumis Inc.), Preferred Stock Purchase Agreement (Ondas Holdings Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Applied Therapeutics Inc.), Investors’ Rights Agreement (Applied Therapeutics Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Dyne Therapeutics, Inc.), Investors’ Rights Agreement (Generation Bio Co.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor Shareholder who becomes a party to this Agreement in accordance with Subsection 6.9Agreement.
Appears in 2 contracts
Sources: Relationship Agreement (Agendia N.V.), Relationship Agreement (Agendia N.V.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities Preferred Stock then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than on a subordinate basis to the extent that Holders after all Holders have had the inclusion opportunity to include in the registration and offering all shares of such securities will not reduce the number of the Registrable Securities of the Holders that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Prime Medicine, Inc.), Investors’ Rights Agreement (Prime Medicine, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, outstanding enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Passage BIO, Inc.), Investors’ Rights Agreement (Passage BIO, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (ServiceTitan, Inc.), Investors’ Rights Agreement (ServiceTitan, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who Additional Purchaser that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Cloudflare, Inc.), Investors’ Rights Agreement (Cloudflare, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under on other than a subordinate basis after all Holders have had the terms opportunity to include in the registration and offering all shares of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9pursuant to a Deed of Adherence.
Appears in 2 contracts
Sources: Shareholder Agreement (General Atlantic, L.P.), Shareholder Agreement (Baker Bros. Advisors Lp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include, or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investor Rights Agreement (Gryphon Online Safety, Inc.), Investor Rights Agreement (Gryphon Online Safety, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingInvestor Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Praxis Precision Medicines, Inc.), Investors’ Rights Agreement (Praxis Precision Medicines, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.96.9 (Additional Investors).
Appears in 2 contracts
Sources: Investors' Rights Agreement, Series a Preferred Stock Purchase Agreement
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingPreferred Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Revolution Medicines, Inc.), Investors’ Rights Agreement (Revolution Medicines, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (RayzeBio, Inc.), Investors’ Rights Agreement (RayzeBio, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under on other than on a subordinate basis after all Holders have had the terms opportunity to include in the registration and offering all shares of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9Section 6.1.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Heartflow, Inc.), Investors’ Rights Agreement (Heartflow, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Eleven Biotherapeutics, Inc.), Investors’ Rights Agreement (Eleven Biotherapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Eleison Pharmaceuticals Inc), Investors’ Rights Agreement (Eleison Pharmaceuticals Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of or on a subordinate basis after all Holders have had the Holders opportunity to include in the registration and offering all Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Gigamon LLC)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Harpoon Therapeutics, Inc.), Investors’ Rights Agreement (Harpoon Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Scholar Rock Holding Corp), Investors’ Rights Agreement (Scholar Rock Holding Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Investors' Rights Agreement (SEMrush Holdings, Inc.), Investors’ Rights Agreement (SEMrush Holdings, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Weave Communications, Inc.), Investors’ Rights Agreement (Weave Communications, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders Stockholders of a majority at least seventy-five percent (75%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under on other than a subordinate basis after all Stockholders have had the terms opportunity to include in the registration and offering all shares of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; they wish to so include, or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to any additional Investor Stockholder who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Sources: Stockholders Agreement (Finch Therapeutics Group, Inc.), Stockholders Agreement (Finch Therapeutics Group, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (CytomX Therapeutics, Inc.), Investors’ Rights Agreement (CytomX Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Sources: Investor Rights Agreement (Metsera, Inc.), Investors’ Rights Agreement (Rogue Baron PLC)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities Shares then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities Shares of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9pursuant to Section 6.1.
Appears in 2 contracts
Sources: Investor Rights Agreement (Ocular Therapeutix, Inc), Investor Rights Agreement (Ocular Therapeutix, Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Black Diamond Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; , provided that this limitation shall not apply to any additional Subsequent Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Elicio Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under on other than a subordinate basis after all Holders have had the terms opportunity to include in the registration and offering all shares of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Coinbase Global, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Preferred Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (TScan Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Werewolf Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities Preferred Stock then outstandingoutstanding (voting together as a single class on an as-converted basis), enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Eliem Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9Agreement.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Target Global Acquisition I Corp.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Aperion Biologics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include, or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9Agreement.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority 66 2/3% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include, or (ii) would allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Ventyx Biosciences, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Preferred, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Akero Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder to (i) include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingInvestor Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.93.1.
Appears in 1 contract
Sources: Registration Rights Agreement
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (ia) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (iib) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders (as defined in the Certificate of a majority of the Registrable Securities then outstandingIncorporation), enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Monte Rosa Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Listed Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Listed Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9Section 10.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Roivant Sciences Ltd.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingInvestor Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.3.1..
Appears in 1 contract
Sources: Registration Rights Agreement
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Omega Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date consummation of this Agreementthe Merger, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor Holder who becomes a party to this Agreement in accordance with Subsection 6.9Section 6.10.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9Section 6.10.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingoutstanding shares of Preferred Stock, excluding Amex and its BHCA Transferees, consenting as a single class on an as-converted basis, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under on other than on a subordinate basis after all Holders have had the terms opportunity to include in the registration and offering all shares of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Sana Biotechnology, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder to (i) include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.93.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of a the majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Terns Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority 50% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all units of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.Section 4.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority at least 50% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9this Agreement.
Appears in 1 contract
Sources: Shareholder Agreement (Versant Venture Capital V, L.P.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities are included in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; , or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply (a) to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Neumora Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; , or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Entrada Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.969.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Apellis Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; , or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.94.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Adaptimmune Therapeutics PLC)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequisite Preferred Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that (i1) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii2) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Checkmate Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of Investors constituting the Registrable Securities then outstandingRequired Vote, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors' Rights Agreement (Spark Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under on other than a subordinate basis after all Holders have had the terms opportunity to include in the registration and offering all shares of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Taysha Gene Therapies, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9Section 5.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Arrowhead Research Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority at least two-thirds of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include, or (ii) would allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequired Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Kymera Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under on other than a subordinate basis after all Holders have had the terms opportunity to include in the registration and offering all shares of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are includedthey wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingMajority Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.94.9.
Appears in 1 contract
Sources: Investors' Rights Agreement (Foamix Pharmaceuticals Ltd.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under other than on a subordinate basis after all Holders have had the terms opportunity to include in the registration and offering all shares of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.96.10.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Odyssey Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders of (or, after an IPO, a majority of the Registrable Securities then outstanding), enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would allow provide to such holder or prospective holder the right to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on other than either a pro rata basis with respect to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of the Holders Registrable Securities that are included; they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Frequency Therapeutics, Inc.)