Limitations on Subsequent Registration Rights. 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, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.1.
Appears in 3 contracts
Sources: Investors' Rights Agreement (Rightnow Technologies Inc), Investors' Rights Agreement (Rightnow Technologies Inc), Investors' Rights Agreement (Rightnow Technologies Inc)
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority 66% of the Registrable SecuritiesSecurities Then Outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereofthis Agreement, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.17.2.
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement (PRT Group Inc), Common Stock and Warrant Unit Purchase Agreement (PRT Group Inc)
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of holding at least a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her such securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (10x Genomics, Inc.), Investors’ Rights Agreement (10X Genomics, Inc.)
Limitations on Subsequent Registration Rights. After 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 66-2/3% of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her such securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (2U, Inc.), Investors’ Rights Agreement (2U, Inc.)
Limitations on Subsequent Registration Rights. After the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (WhiteSmoke, Inc.), Investors’ Rights Agreement (WhiteSmoke, Inc.)
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company Corporation shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that Corporation which would permit allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to before the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Investor Rights Agreement (KonaRed Corp), Investor Rights Agreement (Willsey Gregory Thomas)
Limitations on Subsequent Registration Rights. After 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 Holders, so long as they own any outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates date set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Registration Rights Agreement (Skechers Usa Inc), Registration Rights Agreement (Skechers Usa Inc)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Surgiquest Inc), Investors’ Rights Agreement (Surgiquest Inc)
Limitations on Subsequent Registration Rights. After 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 SecuritiesStockholder, enter into any agreement with any holder stockholder or prospective holder stockholder of any securities of the Company that which would permit allow such holder stockholder or prospective holder stockholder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, unless under the terms of such agreement, such holder stockholder or prospective holder stockholder may include such securities in any such registration only to the extent that the inclusion of his or her securities will not reduce the amount of the Registrable Securities of the Holders Stockholder which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Registration and Stockholder Rights Agreement (Ixys Corp /De/), Stockholders Agreement (Abb Asea Brown Boveri LTD)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2,1.3 or 1.4 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) 120 days of after the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Anacor Pharmaceuticals Inc), Investors' Rights Agreement (Anacor Pharmaceuticals Inc)
Limitations on Subsequent Registration Rights. After the date of this Agreement, the The Company shall not, --------------------------------------------- without the prior written consent of the Holders of a majority Investors holding at least sixty percent (60%) of the Registrable SecuritiesShares, enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities of the Company in any registration filed under Section 2.1 hereofRegistration Statement, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on terms subordinate to the extent that the inclusion of his or her securities will not reduce the amount of the Registrable Securities of the Holders terms on which is included such Investors may include their respective shares in such registration, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 August 13, 2002 or within one hundred twenty eighty (120180) days of the effective date of any registration effected pursuant subsequent to Section 2.1an Initial Public Offering.
Appears in 2 contracts
Sources: Investor Rights Agreement (Avici Systems Inc), Investor Rights Agreement (Avici Systems Inc)
Limitations on Subsequent Registration Rights. After 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 50.01% of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2, 1.3 or 1.4 hereof, 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 his or her such securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (PagerDuty, Inc.), Investors’ Rights Agreement (PagerDuty, Inc.)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereofhereunder, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.1this Agreement.
Appears in 2 contracts
Sources: Unit Purchase Agreement (Bestnet Communications Corp), Note Purchase Agreement (Bestnet Communications Corp)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of after the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Airgain Inc), Investors’ Rights Agreement (Airgain Inc)
Limitations on Subsequent Registration Rights. After 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 66 and 2/3% of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 2.1 hereof1.2, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 Section 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Tintri, Inc.), Investors’ Rights Agreement (Tintri, Inc.)
Limitations on Subsequent Registration Rights. After 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 60% of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 2.1 1.2, 1.3 or 1.4 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Mobile Iron, Inc.), Investors’ Rights Agreement (Mobile Iron, Inc.)
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of a majority of the Registrable SecuritiesHolders, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereof7.01, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which that is included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the earlier of either effectiveness of the dates set forth in subsection 2.1 first registration statement effected under Section 7.01 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.17.01.
Appears in 2 contracts
Sources: Shareholder Agreement (Jotan Inc), Priority Shareholder Agreement (Jotan Inc)
Limitations on Subsequent Registration Rights. After 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 SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 or 2.3 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty eight (120180) days of the effective date of any registration effected pursuant to Section 2.12.1 or 2.3 hereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Deere & Co), Registration Rights Agreement (Xata Corp /Mn/)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 6.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 6.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.16.2.
Appears in 2 contracts
Sources: Warrant Purchase Agreement (Cove Hill Consulting Inc), Warrant Purchase Agreement (Cove Hill Consulting Inc)
Limitations on Subsequent Registration Rights. After 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, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereofthis Schedule 1, 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 his his, her, or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.12.
Appears in 2 contracts
Sources: Investor Rights Agreement (Caissa Sega Tourism Culture Development Group Co., Ltd.), Investor Rights Agreement (JD.com, Inc.)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereof1.2 or Section 1.3, 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 his or her the securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 180 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Smartsheet Inc), Investors’ Rights Agreement (Smartsheet Inc)
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority 75% of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Registration Rights Agreement (Ubiquitel Inc), Registration Rights Agreement (Ubiquitel Inc)
Limitations on Subsequent Registration Rights. After 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 SecuritiesSeries B Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 or 1.3 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Series B Holders which is included or included, (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2, or (c) to request a registration on Form S-3.
Appears in 2 contracts
Sources: Investors' Rights Agreement (M Wise Inc), Investors' Rights Agreement (M Wise Inc)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 2.1 2.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 2.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.12.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Artes Medical Inc), Investors’ Rights Agreement (Artes Medical Inc)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 2.2 hereof, 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 his or her such securities will not reduce the amount of the Registrable Securities of the Holders which is that are included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates date set forth in subsection 2.1 Section 2.1(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.1.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Arcadia Biosciences, Inc.), Investors’ Rights Agreement (Arcadia Biosciences, Inc.)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates date set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of following the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Registration Rights Agreement (Dupont Direct Financial Holdings Inc), Registration Rights Agreement (Cove Hill Consulting Inc)
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of a majority of the Registrable SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereof, 1.3 hereof 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which that is included or (b) to make a demand registration which could that would result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 Section 1.3(a) or within one hundred twenty (120) 120 days of after the effective date of any registration effected pursuant to Section 2.11.3.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Vital Therapies Inc), Investors’ Rights Agreement (Vital Therapies Inc)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Smartdisk Corp), Investors' Rights Agreement (Igx Corp/De)
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority 60% of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 1.12.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Aclaris Therapeutics, Inc.), Investors’ Rights Agreement (Aclaris Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority two-thirds of the Registrable SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which that is included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 sixty percent (60%) of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 2.5 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 Section 2.5 or within one hundred twenty (120) 120 days of after the effective date of any registration effected pursuant to Section 2.12.5.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 Sections 1.2 or 1.3 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates date set forth in subsection 2.1 1.2(a) or within one hundred twenty eighty (120180) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Sources: Investor Rights Agreement (Star Telecommunications Inc)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereof, unless under the terms of such agreement, agreement such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 2.1(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.1.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 Section 1.2(a) or within one hundred twenty (120) 180 days of after the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) 180 days of after the effective date of any registration effected pursuant to Section 2.1subsection 1.2(a).
Appears in 1 contract
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereof7.01, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which that is included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the earlier of either effectiveness of the dates set forth in subsection 2.1 first registration statement effected under Section 7.01 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.17.01.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 2.01 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which that is included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the earlier of either of the dates date set forth in subsection 2.1 2.01(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.12.01 and for which a demand was made on the Company prior to the demand of such other securityholder.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority Majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereof, 3 hereof 11 12 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could should result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of after the effective date of any registration effected pursuant to Section 2.13.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority more than fifty percent (50%) of the Registrable SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder to (a) to include such securities in any registration filed under Section 2.1 hereofor 2.2, unless under the terms of such agreement, agreement such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) 180 days of the effective date of any registration effected pursuant to Section 2.1.
Appears in 1 contract
Sources: Convertible Note Purchase Agreement (Crown Resources Corp)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 6.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders holders which is included included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.16.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 this Article 1 hereof, 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 his his, her, or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates date set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Qunar Cayman Islands Ltd.)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2-1.4 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 2.1(a) hereof, 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 his or her such securities will not reduce the amount of the Registrable Securities of the Holders holders which is included included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty ninety (12090) days of the effective date of any registration effected pursuant to Section 2.1.
Appears in 1 contract
Sources: Recapitalization Agreement and Plan of Merger (Corecomm LTD)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereofSections 1.4 or 1.5, 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 his or her such securities will shall not reduce the amount number of the Registrable Securities of the Holders which is are included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates date set forth in subsection 2.1 Section 1.4(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.1Sections 1.4 or 1.5.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 or subject to Section 1.3 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 Section 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Telegent Systems, Inc)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder to (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or included, (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2 or (c) exercise rights of registration that are otherwise in preference to those granted to the Investors hereunder.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereofthis Section, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of after the effective date of any registration effected pursuant to this Section 2.11.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which that is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Sources: Investors' Rights Agreement (Metawave Communications Corp)
Limitations on Subsequent Registration Rights. After 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 SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included included; or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 Section 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty eighty (120180) days of the effective date of any registration effected pursuant to Section 2.11.2 hereof.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.1.1.2
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 60% of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.3 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 Section 1.3 or within one hundred twenty (120) 120 days of after the effective date of any registration effected pursuant to Section 2.11.3.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority two-thirds (2/3) of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder to (a) to include require that the Company register any securities held by such securities in any registration filed under Section 2.1 hereof, holder 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 Section 6.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.16.2.
Appears in 1 contract
Sources: Stock Purchase Agreement (Maxwell Technologies Inc)
Limitations on Subsequent Registration Rights. After 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 SecuritiesHolder, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders Holder which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereof1.3, 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 his or her such securities will not reduce the amount of the Registrable Securities of the Holders which is that are included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.1.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 2.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 2.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.12.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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, Securities then outstanding enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which that is included or (b) to make participate in a demand registration which that could result in such registration statement being declared effective prior to the earlier of either of the applicable dates set forth in subsection 2.1 this Section 1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 or 1.3 hereof, 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 his or her such holder’s securities will not reduce the amount of the Registrable Securities of the Holders which that is included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the earlier of either of the dates date set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Guidewire Software, Inc.)
Limitations on Subsequent Registration Rights. After 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 SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Intarcia Therapeutics, Inc)
Limitations on Subsequent Registration Rights. After 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 SecuritiesOrganic Holdings, Inc. and Omnicom enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her such securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty ninety (12090) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereof, 1.2 hereof 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could should result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of after the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereofthis Schedule 1, 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 his his, her, or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included are included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.12.
Appears in 1 contract
Sources: Investor Rights Agreement (BHR Winwood Investment Management LTD)
Limitations on Subsequent Registration Rights. After 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 SecuritiesRequisite Series D Holders, enter into any agreement other than this Agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 2.1, 2.2 or 2.3 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either the third anniversary of the dates set forth in subsection 2.1 Closing Date or within one hundred twenty eighty (120180) days of the effective date Effective Date of any registration Registration effected pursuant to Section 2.1.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 l.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Sources: Investor's Rights Agreement (A.C.T. Holdings, Inc.)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 7.2 hereof, 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 his or her such holder's securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 7.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.17.2.
Appears in 1 contract
Sources: Stock Purchase Agreement (Applied Molecular Evolution Inc)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of after the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her such holder’s securities will not reduce the amount of the Registrable Securities of the Holders which that is included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 Section 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority two-thirds of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 2.2 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 2.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.12.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 SecuritiesGroup, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration Registration Statement filed under Section 2.1 pursuant to the terms hereof, 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 his or her such securities will not reduce the amount number of the Registrable Securities Group Shares of the Holders which is included that are included, or (b) to make have his securities registered on a demand registration which could result in such registration statement being that could be declared effective prior to the earlier of either of the dates set forth in subsection 2.1 to, or within one hundred twenty (120) 180 days of of, the effective date of any registration effected Registration Statement filed pursuant to Section 2.1this Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (FBR Capital Markets Corp)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereof1.2, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates date set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Sources: Investors’ Rights Agreement (StubHub Holdings, Inc.)
Limitations on Subsequent Registration Rights. After 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 SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 2.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 Section 2.2(a)(i), (ii), (iii) or (iv), or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.12.2.
Appears in 1 contract
Sources: Shareholder Agreements (3do Co)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities Securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty eighty (120180) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 SecuritiesInitiating Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit take effect prior to the repayment of the Note and would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 7.3 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders olders thereof which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty ninety (12090) days of the effective date of any registration effected pursuant to Section 2.17.3.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereof6.01, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which that is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.16.01.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After From and after the date of this AgreementEffective Date, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 Sections 2.2, 2.3, and 2.4 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included are included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 Section 2.2(a), or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.12.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within date which is one hundred twenty eighty (120180) days of after the effective date of the Company's initial public offering of any registration effected pursuant to Section 2.1of its securities.
Appears in 1 contract
Sources: Investors' Rights Agreement (Excaliber Enterprises, Ltd.)
Limitations on Subsequent Registration Rights. After 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 SecuritiesSecurities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any 13 13 registration filed under Section 2.1 2.1(b) hereof, 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 his or her such securities will not reduce the amount of the Registrable Securities of the Holders holders which is included included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty ninety (12090) days of the effective date of any registration effected pursuant to Section 2.12.1(b).
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 or Section 1.3 hereof, 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 his or her such holder's securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Sources: Investors' Rights Agreement (Crossroads Systems Inc)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 2.a.ii(2) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.12.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Spectrx Inc)
Limitations on Subsequent Registration Rights. After 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 (2/3) of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 2.1 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection Section 2.1 or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.1.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 7.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 7.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.17.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 then outstanding Registrable Securities, Securities enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her such holder's securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Sources: Registration Rights Agreement (Treaty Oak Bancorp Inc)
Limitations on Subsequent Registration Rights. After 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, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 2.2 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.12.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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, not enter into any agreement with granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would permit allow such holder or prospective holder to (a) to include such securities in any registration filed under Section 2.1 2 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders Investors which is included included, or (b) to make a demand requested registration which could result in such registration statement being declared effective prior to the earlier of either of the dates date set forth in subsection 2.1 Section 2(a)(i) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.1.any
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 SecuritiesIntuit, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2, 1.3 or 1.5 hereof, 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 his or her securities will not reduce the amount of the Registrable Securities of the Holders Intuit which is included included, or (b) to make a demand registration which could result in such registration statement being declared effective prior (i) during the effectiveness of any registration statement effected pursuant to the earlier of either of the dates set forth in subsection 2.1 Section 1.2, or (ii) within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Sources: Registration Rights Agreement (Checkfree Corp \De\)
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 or Section 1.3 hereof, 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 his or her such holder’s securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 1.2(a) or within one hundred twenty (120) 120 days of the effective date of any registration effected pursuant to Section 2.11.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 1.2 hereof, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which is included included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates date set forth in subsection 2.1 1.2(a) hereof or within one hundred twenty eighty (120180) days of the effective date of any registration effected pursuant to Section 2.11.2 hereof.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After 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 SecuritiesInvestors, enter into any agreement with any holder or prospective holder of any securities Registrable Securities of the Company that which would permit allow such holder or prospective holder (a) to include such securities Registrable Securities in any registration filed under Section 2.1 hereof2 or Section 3 of this Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities Registrable Securities in any such registration only to the extent that the inclusion of his or her securities Registrable Securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.12 of this Agreement.
Appears in 1 contract
Limitations on Subsequent Registration Rights. After Except for the registration rights under the Loan Warrant Agreement, from and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of a majority of the Registrable SecuritiesPurchasers, enter into any agreement with any holder or prospective holder of any securities of the Company that would permit allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2.1 hereof7.01, 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 his or her its securities will not reduce the amount of the Registrable Securities of the Holders which that is included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the earlier of either effectiveness of the dates set forth in subsection 2.1 first registration statement effected under Section 7.01 or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.17.01.
Appears in 1 contract