Request for Registration. (i) Subject to the conditions of this Section 1.2, if the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering a written request from the Holders of at least 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i). (ii) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders. (iii) If the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (iv) The Company shall not be required to effect a registration pursuant to this Section 1.2: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Wintegra Inc), Investors’ Rights Agreement (Wintegra Inc), Investors’ Rights Agreement (Wintegra Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering at any time a written request from the Rights Holders of at least 35% ten percent (10%) of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration with an anticipated aggregate offering price (before deduction of Registrable Securities that requests the registration underwriting discounts, commissions and expenses) of shares in a minimum amount of five million United States dollars ($5,000,000)at least US$10,000,000, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request requests to all HoldersRights Holders and shall, and subject to the limitations of this Section 1.2subsection 2.1(b), use its best efforts to effect, file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act of covering all Registrable Securities that which the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i).
(iib) If the Rights Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holderholder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority in interest of the Initiating Holders.
(iii) If voting power of all Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated to the among all participating Rights Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting underwritten offering shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) . To facilitate the allocation of shares in any particular jurisdiction in which accordance with the above provisions, the Company would be required or the underwriters may round the number of shares allocated to execute a general consent Rights Holder to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
nearest one hundred (b100) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; orshares.
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 1.22.1, a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve 12-month period; provided further that during such one hundred twenty (12)-month 120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1:
(i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective;
(ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective;
(iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or
(iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.
Appears in 4 contracts
Sources: Registration Rights Agreement (Maodong Xu), Registration Rights Agreement (Wang Huimin), Registration Rights Agreement (Zhu Xiaoxia)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% fifty percent (50%) or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to the those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month 12) month period.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Anaplan, Inc.), Investors’ Rights Agreement (Anaplan, Inc.), Investors’ Rights Agreement
Request for Registration. (ia) Subject to the conditions of this Section 1.22.1 and Section 2.4(b), if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the Initial Offering First Public Offering, a written request from the Holders of at least 35% forty percent (40%) or more of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration having an anticipated aggregate gross offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)10,000,000, then the Company shall, within twenty (20) days shall use all commercially reasonable efforts to cause the resale of all of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that covered by the Holders request to be registered in a written request received by under the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i)Securities Act.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such that information in the written notice referred to in Section 1.2(i2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iiic) If Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities so limited on a pro rata basis based on basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until the number of Registrable Securities held any securities to be sold by all such the Company or by holders other than the Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationhas been reduced to zero.
(ivd) The Company shall not be required to effect a registration pursuant to this Section 1.22.1 under any of the following circumstances:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bi) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, and such the registrations have been declared or ordered effective; or;
(cii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing ofof a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 belowsuch Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such the registration statement for the Company Registration to become effective; or;
(diii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or2.3;
(eiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that that, in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve twelve-month period; or
(12)-month periodv) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Innovative Micro Technology Inc), Investors’ Rights Agreement (Bavp Vii Lp), Investors’ Rights Agreement (Miramar Venture Partners, LP)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days at any time after 6 months after the effective date of the Initial Offering Closing Date, a written request (a “Request”) from the Holders of at least 35% of the Preferred Registrable Securities then outstanding Purchasers holding not less than 500,000 Shares (the “Initiating HoldersPurchasers”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in for a minimum amount of five million United States dollars ($5,000,000)public offering, then the Company shall, :
(i) within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, other Purchasers; and
(ii) effect as soon as practicable, and in any event within forty-five (45) days of the receipt of such Request, the filing of a registration statement under the Act of covering all Registrable Securities that which the Holders Purchasers request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the CompanyCompany (a “Demand Registration”); provided, however, that (i) the Company shall be obligated under this Section 2.1 to effect no more than two Demand Registrations, provided that a registration shall not count toward such limit if any such Demand Registration was not declared and ordered effective by the SEC; and (ii) a bona fide pledgee of a Purchaser’s notice Shares (a “Bona Fide Pledgee”) desiring to sell Shares for the account of such Bona Fide Pledgee upon default in respect of such Purchaser’s obligations to such Bona Fide Pledgee shall be entitled to request a Demand Registration to permit the resale of such Shares without regard to the expiration of the 6 month period set forth above unless the number of Shares to be sold by such Bona Fide Pledgee may be disposed of without limitation as to amount pursuant to this Section 1.2(i)Rule 144 under the Act.
(iib) If the Initiating Holders Purchasers intend to distribute the Registrable Securities covered by their request by means of an underwriting, (i) they shall so advise the Company as a part of their request Request made pursuant to this Section 1.2 Subsection 2.1(a) and the Company shall include such information in the written notice referred to in Section 1.2(i)Subsection 2.1(a)(i) above and (ii) the underwriter shall be selected by the Company after consultation with the Initiating Purchasers and shall be reasonably acceptable to a majority in interest of the Initiating Purchasers. In such event the The right of any Holder Purchaser to include its Registrable Securities in such registration shall be conditioned upon such HolderPurchaser’s participation in such underwriting and the inclusion of such HolderPurchaser’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders Purchasers and such HolderPurchaser) to the extent provided herein. All Holders Purchasers proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Purchasers requesting a registration statement pursuant to this Section 2.1, a certificate signed by a majority the Chief Executive Officer of the Company stating that in interest the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing after receipt of the request of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority Purchasers; provided, however, that the Company may not exercise such deferral right for more than one hundred twenty (120) days in interest any 12 month period. Upon the earlier of the Initiating Holdersexpiration of any such deferral period and the Board of Directors’ good faith determination that such deferral is no longer required, the Company shall promptly file such registration statement in accordance with the terms of this Agreement.
(iiid) If In addition, the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required obligated to effect a any registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) 2.1 during the period starting with the date sixty (60) 45 days prior to the Company’s good faith estimate of the date of the filing ofof a registration statement subject to Section 2.2 hereof, and ending on a date that is the earlier of one hundred eighty (180) days following after the effective date of, or, if earlier, upon of such registration statement and thirty (30) days after the completion of the distribution contemplated by, a Company-initiated sale of the securities registered pursuant to such registration subject to Section 1.3 belowstatement, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.
Appears in 4 contracts
Sources: Registration Rights Agreement (Equity One, Inc.), Registration Rights Agreement (Equity One, Inc.), Registration Rights Agreement (Equity One, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering a written request from the Holders of at least 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) Qualifying Request that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Act, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2Subsection 3.1(b) below, use best efforts to effect, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this , in accordance with Section 1.2(i)3.3.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 3.1, and the Company shall include such information in the written notice referred to in Section 1.2(iSubsection 3.1(a). In such event event, the right of any Holder to include its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in majority-in-interest of the Initiating Holders.
(iii) If . Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from of the registrationCompany owned by each Holder.
(ivc) The Company shall not be required is obligated to effect a registration pursuant to this Section 1.2:
no more than three (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (23) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; orQualifying Request.
(d) if Notwithstanding the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.23.1, a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month twelve-month period.
Appears in 4 contracts
Sources: Shareholders' Rights Agreement (Displaytech Inc), Shareholders' Rights Agreement (Displaytech Inc), Shareholders' Rights Agreement (Displaytech Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.26.2, if the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering at any time a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) ), that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.26.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i6.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 6.2 and the Company shall include such information in the written notice referred to in Section 1.2(i6.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If Holders proposing to distribute securities through such underwriting). Notwithstanding any other provision of this Section 6.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.26.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two three (23) registrations pursuant to this Section 1.26.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 6.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(eiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.26.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.
Appears in 3 contracts
Sources: Preferred Stock Purchase Agreement (Home Solutions of America Inc), Preferred Stock Purchase Agreement (Home Solutions of America Inc), Preferred Stock Purchase Agreement (Home Solutions of America Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days July 13, 2015 and (ii) six (6) months after the effective date of the Initial Offering first registration statement for a public offering of securities of the Company (other than a registration statement relating directly or indirectly either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Rule 145 transaction under the Securities Act), a written request from (i) in the case of the initial public offering of the Company other than an offering the Board of Directors expects to be a Qualified IPO (as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time), Holders that represent a Requisite Series 2 Majority (as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time) of the then outstanding shares of Series 2 Preferred Stock, voting together as a single class on an as-if converted basis or (ii) in other cases, the Holders of at least 35% thirty percent (30%) of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities that requests then outstanding (or a lesser percent if the registration anticipated aggregate offering price, net of shares in a minimum amount of five million United States dollars (underwriting discounts and commissions, would exceed $5,000,00025,000,000), then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use its best efforts to effect, effect as soon as practicable, and in any event within sixty (60) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(i)3.4.
(iib) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by a majority of the Registrable Securities then held by the Initiating Holders (an “Initiating Majority in Interest”) and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority an Initiating Majority in interest of the Initiating Holders Interest and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(g)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registration.
(iv) The Company underwriting. For the purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall not be required deemed to effect be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service rights owned by all entities and individuals included in such jurisdiction and except “selling stockholder,” as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to defined in this Section 1.2, and such registrations have been declared or ordered effective; orsentence.
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President or other executive officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month twelve-month period.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective;
(ii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.
Appears in 3 contracts
Sources: Investors' Rights Agreement, Investors’ Rights Agreement (Impinj Inc), Investors’ Rights Agreement (Impinj Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.21.3, if the Company shall receive within at any time after the five earlier of the date that is (5i) year period commencing 90 days three (3) years after the date of this Agreement or (ii) six months following the effective date of the Initial Offering registration statement pertaining to the IPO, a written request pursuant to this Section 1.3 from the Holders of at least 35% of the Preferred Registrable Securities then outstanding (assuming conversion of all Preferred Stock and exercise of the Common Warrants) (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration which would have an aggregate offering price of shares in a minimum amount of five million United States dollars (not less than $5,000,000), then the Company shall, shall within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.21.3, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.3(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.3(a) and the Company shall include such information in the written notice referred to in Section 1.2(i1.3(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.3, if the underwriter advises the Company determines in good faith that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated allocated, first, to the Initiating Holders of such Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by all such Holders (including the Initiating Holders). Any ; and second, to any Holder on a pro rata basis among all such Holders; provided, however, that if as a result of any such cutback fewer than fifty-percent (50%) of the total number of Registrable Securities excluded or withdrawn from that have been requested by Holders of Registrable Securities to be included in such underwriting shall be withdrawn from the registration.
(iv) The Company registration statement are actually included, than such registration statement shall not be required to effect a registration pursuant to counted as “effected” for purposes of this Section 1.2:
1.3 (a) in any particular jurisdiction in which including for purposes of Section 1.3(d)(i)), notwithstanding the obligation of the Company would be required to execute a general consent to service of process in effecting such registration, unless proceed with the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; oroffering.
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, 1.3 a certificate signed by the Chairman Chief Executive Officer of the Board Company (“Chief Executive Officer”) stating that that, in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board of Directors”), it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event then the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month 12) month period; and, provided, further, that the Company shall not register any securities for its own account or that of any other stockholders during such ninety (90) day period other than (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.3:
(i) after the Company has effected two (2) registrations pursuant to this Section 1.3 and such registrations have been declared or ordered effective;
(ii) during the six-month period following the effective date of the registration statement pertaining to the IPO; or
(iii) if, within thirty (30) days of a registration request by the Initiating Holders, the Company gives notice to the Holders of its intent to file a registration statement for its IPO within ninety (90) days.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Sagimet Biosciences Inc.), Investors’ Rights Agreement (Sagimet Biosciences Inc.), Investors’ Rights Agreement (Sagimet Biosciences Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 one hundred eighty days after the closing of a firm commitment underwritten public offering pursuant to an effective registration statement on Form S-1 under the Securities Act covering the offer and sale of Common Stock to the public for the account of the Company and (ii) the third anniversary of the date of the Initial Offering this Agreement, a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company effect a registration under the Securities Act with respect to at least 35% a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000), then the Company shall, within twenty shall (20x) days of the receipt thereof, give written notice of such request to all Holders, Holders within ten (10) calendar days of the date such request is given and subject to the limitations of this Section 1.2, (y) use its best efforts to effect, effect as soon as practicable, practicable (and in any event within ninety (90) calendar days of the date such request is given) the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) calendar days of the mailing of date the Company’s notice pursuant referred to in this Section 1.2(i)subsection 1.2(a) is given.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders electing to include shares in the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (underwriting, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from requested by each such Holder to be included in such underwriting; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities (including those to be sold for the Company’s account) are first entirely excluded from the registrationunderwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the Company’s Chief Executive Officer or President stating that in the good faith judgment of the Company’s Board of Directors, such registration would be seriously detrimental to the Company and its stockholders and that it is, therefore, essential to defer taking action with respect to such registration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) calendar days after the date the request of the Initiating Holders is given; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such period other than (i) a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase, stock incentive or stock appreciation plan or arrangement, (ii) a transaction pursuant to Rule 145 promulgated under the Securities Act, (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, or (iv) The a registration in connection the initial public offering of the Company’s securities (provided that, in the case of (iv), the Company has complied with its obligations under Section 1.3).
(d) In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(ai) after the Company has effected three (3) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective;
(ii) during the period starting with the date sixty (60) calendar days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) calendar days after the effective date of, any registration statement pertaining to a public offering of securities for the Company’s account; provided, that the Company is actively employing its best efforts to cause such registration statement to be effective;
(iii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required under by the Securities Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement request made pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period1.11.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Mavenir Systems Inc), Investors’ Rights Agreement (Mavenir Systems Inc), Investors’ Rights Agreement (Mavenir Systems Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within receive, at any time after the five earlier of (5i) year period commencing 90 days three years after the Effective Date or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request (a “Registration Request”) from the Required Holders of at least 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act Registration Statement covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)10,000,000, then the Company shall, within twenty (20) days of the receipt thereofof the Registration Request, give written notice of such request to all HoldersHolders (a “Requested Registration Notice”), and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing after receipt of the Company’s notice pursuant to this Section 1.2(i)Requested Registration Notice.
(iib) If the Initiating Required Holders intend to distribute the Registrable Securities covered by their request the Registration Request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 in the Registration Request and the Company shall include such information in the written notice referred to in Section 1.2(i)Requested Registration Notice. In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Required Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Required Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Required Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected filed two (2) registrations Registration Statements pursuant to this Section 1.2, and such registrations Registration Statements have been declared or ordered effectiveeffective and have remained effective for the time period required by Section 1.5(a)(i) below; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement Registration Statement to become effective; or
(div) if the Initiating Required Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement Registration Statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement Registration Statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Required Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Liquidia Technologies Inc), Investors’ Rights Agreement, Investors’ Rights Agreement (Liquidia Technologies Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering at any time a written request from the Holders of at least 35% of the Preferred a Holder seeking to register Registrable Securities then outstanding (the “Initiating Holders”) that the Company file having a registration statement under the Act covering the registration value of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars not less than Ten Million Dollars ($5,000,000), 10,000,000) then the Company shall, :
(i) within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, ; and
(ii) use its best efforts to effect, effect the registration under the Act as soon as practicable, and in any event within 75 days of the registration receipt of such request under the Act of all Registrable Securities that which the Holders request to be registered in a written request received by registered, subject to the limitations of subsection 1.2(b) hereof and subject to the terms of subsection 1.14(b) of the Investors' Rights Agreement between the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(i)2.5.
(iib) If the Holder(s) initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall include such information in be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the written notice referred Registrable Securities sought to in Section 1.2(i)be registered. In such event the The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation 's participating in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the Holders amount of such Registrable Securities on a pro rata basis based on of the Company owned by each Holder seeking registration to the number of Registrable Securities held of the Company owned by all such Holders (including seeking registration; provided, however, that the Initiating Holders). Any number of shares of Registrable Securities excluded or withdrawn from to be included in such underwriting shall not be withdrawn reduced unless all other securities which are not Registrable Securities are first entirely excluded from the registrationunderwriting.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timestatement, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month twelve-month period.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected five registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared effective; or
(ii) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective.
Appears in 3 contracts
Sources: Investor's Rights Agreement (Motorola Inc), Investor's Rights Agreement (Netspeak Corp), Investor's Rights Agreement (Motorola Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within the five (5) at any time after one year period commencing 90 days after the effective date of the Initial Offering this Agreement a written request from the Holders of at least 35% 500,000 Shares of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of the entire amount of the Registrable Securities that requests held by the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Initiating Holders, then the Company shall, within twenty (20) 20 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a). Holders requesting registration of Registrable Securities in response to the Company’s notice given pursuant to this Section 1.2 (a) are herein referred to as “Participating Holders”.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Participating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Participating Holders which underwriter or underwriters shall be are reasonably acceptable to a majority in interest the Company. Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Registrable Securities to be excluded or withdrawn shall be determined in the following sequence: (i) securities held by any persons other than the Holders, including persons having a contractual, incidental “piggy back” right to include such securities in the registration statement, (ii) securities sought to be registered by the Company, and (iii) Registrable Securities held by the Holders.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) 2 registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effectiveeffective and remained effective for the period required by section 1.5 (a); or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(eiii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such timetime as a result of requiring a disclosure that would cause a material adverse affect on any plan or agreement with respect to any financing, acquisition, or other material transaction, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month 12-month period.
Appears in 3 contracts
Sources: Registration Rights Agreement (China Technology Development Group Corp), Registration Rights Agreement (China Technology Development Group Corp), Registration Rights Agreement (China Technology Development Group Corp)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering a written request from the Holders of at least 35% a majority of the Preferred Registrable Common Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 5% of the Registrable Common Securities that requests then outstanding, or a lesser percent if the registration anticipated aggregate offering price, net of shares in a minimum amount of five million United States dollars (underwriting discounts and commissions, would exceed $5,000,000)5.0 million, then the Company shall, :
(i) within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use commercially reasonable efforts to effect promptly the registration under the Securities Act of all Registrable Securities which the Holders request to be registered, and subject to the limitations of this Section 1.2subsection 1.2(b), use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty fifteen (2015) days of the mailing making of the Company’s notice pursuant to this Section 1.2(i1.2(a)(i).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter or underwriters will be selected by the Company, subject to the approval of a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(i)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of this Section 1.2, if the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If the managing underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the Holders amount of such Registrable Securities on a pro rata basis based on of the Company owned by each Holder at the time of the filing of the registration statement; provided, however, that the number of shares of Registrable Securities held by Holders to be included in such underwriting shall not be reduced unless all such Holders (including other securities are first entirely excluded from the Initiating Holders)underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman Company’s chief executive officer or the chairman of the Board board of trust managers of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of Board, as evidenced by a resolution by the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders; provided, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month month period; provided further, that this right is cumulative to the right under Section 1.4(b)(iii) such that the Company may only defer the filing of a registration statement under Section 1.2(c) or Section 1.4(b)(iii) once in any twelve-month period.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected eight (8) registrations pursuant to this Section 1.2 and such registration statements have been declared or ordered effective and have remained effective for a period of at least 180 days; provided, that if such request pursuant to this Section 1.2 is subsequently withdrawn by the requester in writing, it shall not be counted against the limitation of requests set forth in this Section 1.2(d)(i);
(ii) If the Company has effected a registration pursuant to this Section 1.2 within the preceding three (3) months, and such registration has been declared or ordered effective; or
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.
Appears in 3 contracts
Sources: Registration Rights and Lockup Agreement (PMC Commercial Trust /Tx), Registration Rights and Lockup Agreement (PMC Commercial Trust /Tx), Registration Rights and Lockup Agreement (PMC Commercial Trust /Tx)
Request for Registration. (ia) Subject to the conditions of this Section 1.21.2 , if the Company shall receive within at any time following the five Lock-Up (5as defined in Section 1.13 ) year period commencing 90 days after the effective date of the Initial Offering a written request from the Initiating Holders of at least 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests (or if the registration Company shall receive such a request during the Lock-Up and the managing underwriter of shares the Company’s Initial Offering, in a minimum amount of five million United States dollars ($5,000,000its sole discretion, gives its written consent to the Company’s compliance with such request), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.21.2 , use reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Preferred Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Preferred Registrable Securities covered by their request by means of an underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i). 1.2(a) In such event the right of any Holder to include its Preferred Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting underwritten public offering and the inclusion of such Holder’s Preferred Registrable Securities in the underwriting underwritten public offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest the Company). Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 1.2 , if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Preferred Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting underwritten public offering shall be allocated to the Holders of such Preferred Registrable Securities on a pro rata basis based on the number of Preferred Registrable Securities held by all such Holders (including the Initiating Holders). Any Preferred Registrable Securities excluded or withdrawn from such underwriting underwritten public offering shall be withdrawn from the registration.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) a. in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or;
(b) b. after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or;
c. if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Preferred Registrable Securities and such other securities (cif any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than twenty five million US Dollars ($25,000,000);
d. during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date that is the earlier of (A) one hundred and eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Initial Offering; and (B) ninety (90) days following the effective date of each other Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) e. if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company’s Board of Directors (the "Board") stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month 12) months period.
Appears in 3 contracts
Sources: Ordinary Shares Purchase Agreement (monday.com Ltd.), Investors' Rights Agreement (monday.com Ltd.), Ordinary Shares Purchase Agreement (monday.com Ltd.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 days years after the date of this Agreement, and (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)20,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use its reasonable best efforts to effectto, as soon as practicable, the file a registration statement under the Act with respect to all of all the Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a), and use reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; provided, however, that a registration shall not be considered “effected” if, as a result of the underwriter’s right in Section 1.2(b) to limit the number of securities underwritten, fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(eiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating (A) that the Company intends to file a registration statement for its Initial Offering within one hundred twenty (120) days following the date of the initial request for registration made by the Initiating Holders pursuant to this Section 1.2 or (B) that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month periodperiod and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Sight Sciences, Inc.), Investors’ Rights Agreement (Sight Sciences, Inc.), Investors’ Rights Agreement (Sight Sciences, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time after the five (5) year period commencing 90 date that is 210 days after the effective date of the Initial Offering first registration statement for a public offering of Common Stock (other than a registration statement relating either to the sale of securities to employees, directors or consultants of the Company pursuant to a stock option, stock purchase or similar plan or transaction covered by Rule 145), a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price, net of shares in a minimum amount underwriting discounts and commissions, of five million United States dollars (at least $5,000,000)20,000,000, then the Company shall, within twenty (20) 10 days of the after receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.22.1(b), use best its commercially reasonable efforts to effect, effect as soon as practicable, practicable the registration under the Securities Act of all Registrable Securities that the Holders request in accordance with Section 4.5 to be registered in a written request received by the Company within twenty (20) 20 days of after the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i), including within 90 days after the receipt of such request file a registration statement covering all such Registrable Securities.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1 and the Company shall include such information in the written notice referred to in Section 1.2(i2.1(a). The underwriter(s) will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Each Holder participating in such underwriting by a majority in interest shall also perform its obligations under such an agreement. Notwithstanding any other provision of this Section 2.1, if the underwriter(s) advise(s) the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If the underwriter advises the Company writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registrationunderwriting.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing obligations, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish furnishes to Holders requesting a registration statement pursuant to this Section 1.22.1, a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed, become effective or remain effective and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month twelve-month period.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1:
(i) After the Company has effected two registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective;
(ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 2.2 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 210 days after the effective date of such registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause any such registration statement to become effective; or
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Progenity, Inc.), Investors’ Rights Agreement (Progenity, Inc.), Investors’ Rights Agreement (Progenity, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days at any time after six months after the effective date of the Initial Offering Qualified IPO, a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount at least $2,000,000 (net of five million United States dollars ($5,000,000any underwriters’ discounts or commissions), then the Company shall, within twenty (20) 20 days of the receipt thereofreceiving such request, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use best all commercially reasonable efforts to effect, as soon as practicable, the effect a registration statement under the Securities Act of covering all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by stockholders other than the Holders, secondly, shares which the Company shall so advise all Holders of may wish to register for its own account, and finally to the extent necessary Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated (pro rata to the Holders of such Registrable Securities on a pro rata basis based on the respective number of Registrable Securities held by all such Holders (including the Initiating Holderseach Holder). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) ; provided, however, that in any particular jurisdiction in which the Company would event all Registrable Shares must be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service included in such jurisdiction and except as may be required under registration prior to any other shares of the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; orCompany.
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (12)-month periodother than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered).
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective;
(ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective;
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or
(iv) In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (WhiteSmoke, Inc.), Share Purchase Agreement (WhiteSmoke, Inc.), Share Purchase Agreement (WhiteSmoke, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.22.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days four (4) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% fifty percent (50%) or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 2.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)40,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i2.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.2 and the Company shall include such information in the written notice referred to in Section 1.2(i2.2(a). In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.22.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.22.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 2.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 2.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 3 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Natera, Inc.), Investors’ Rights Agreement (Natera, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 days years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Public Offering, a written request from the Holders of at least 35% twenty-five percent (25%) or more of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in this Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest Holders. Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no Registrable Securities shall be excluded unless and until all other securities of the Company have been excluded; and provided further that at least 33% of the Registrable Securities requested to be included in such underwriting are in fact so included. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The In addition, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bi) after the Company has effected two three (23) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or;
(cii) If the Company has effected a registration pursuant to this Section 1.2 within the preceding twelve (12) months, and such registration has been declared or ordered effective;
(iii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than US$5,000,000;
(iv) during the period starting with the date sixty (60) days says prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or;
(dv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or1.4;
(evi) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month periodperiod and provided further, that the Company shall not register any other of its shares during such ninety (90) days; or
(vii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (CG Oncology, Inc.), Investors’ Rights Agreement (CG Oncology, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering a written request from the Holders of at least 3540% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration with an aggregate offering price, net of shares in a minimum amount underwriting discounts and commissions, of five million United States dollars (at least $5,000,000)7,500,000, then the Company shall, within twenty (20) 15 days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 7.2(b), use best efforts to effect, file as soon as practicable, and in any event within 75 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) 30 days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(i)9.6.
(iib) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 7.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 7.2(a). In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 7.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest the Company with the approval of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If , which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Section 7.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registrationunderwriting.
(ivc) The Company is obligated to effect only two such registrations pursuant to this Section 7.2; provided, however, that the Company shall not be required obligated to effect such registration if the Company has, within the 12-month period preceding the date of such request, already effected a registration pursuant to this Section 1.2:7.2.
(ad) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the The Company is already subject not obligated to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations initiate a registration pursuant to this Section 1.27.2 until the earlier of January 1, and such registrations have been declared 1995 or ordered effective; or
(c) during three months after the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; orInitial Public Offering.
(e) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 7.2 a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month 12-month period.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Qualix Group Inc), Series C Preferred Stock Purchase Agreement (Qualix Group Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days four (4) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Public Offering, a written request from the Holders of at least 35% twenty-five percent (25%) or more of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least twenty-five percent (25%) of the then outstanding Registrable Securities that requests Securities, or a lesser percent if the registration anticipated aggregate offering price, net of shares in a minimum amount of five million United States dollars (underwriting discounts and commissions, would exceed $5,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest the Company. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no Registrable Securities shall be excluded unless and until all other securities of the Company have been excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The In addition, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bi) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or;
(cii) If the Company has effected a registration pursuant to this Section 1.2 within the preceding twelve (12) months, and such registration has been declared or ordered effective;
(iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or;
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or1.4;
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month 12) month period, provided further, that the Company shall not register any securities for the account of itself or any other stockholder during such one ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or
(vi) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Ardelyx, Inc.), Investors’ Rights Agreement (Ardelyx, Inc.)
Request for Registration. (i) Subject At any time and from time to the conditions of this Section 1.2, if the Company shall receive within the five (5) year period commencing 90 days time after the effective date first anniversary of the Initial Offering a Effective Time (subject to Section 4.1(a)(ii) hereof), upon the written request from the Holders of at least 35% of the Preferred Registrable Securities then outstanding any Principal Stockholder Party (the “Initiating Holders”"INITIATING PARTY") that the Company file a effect the registration statement under the Securities Act covering the registration of a number of Registrable Securities that requests is not less than the registration lesser of (x) Registrable Securities having an aggregate market value (based on the closing share price on the business day immediately preceding the date of such request) of at least $5 million or (y) at least 3% of the then-outstanding shares in of Common Stock (a minimum amount of five million United States dollars ($5,000,000"DEMAND NOTICE"), then which request shall specify the intended method or methods of disposition of such Registrable Securities (it being understood that the method specified or intended by the Initiating Party with respect to any registration may be an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or otherwise (a "SHELF REGISTRATION")), the Company shall, within twenty (20) days of the receipt thereof, will promptly give written notice of such request requested registration to all Holdersthe other Stockholder Parties, and subject to thereupon the limitations of this Section 1.2, Company shall use its commercially reasonable best efforts to effect, effect as soon promptly as practicable, practicable the registration under the Securities Act of:
(A) all of the Registrable Securities which the Company has been so requested to register by the Initiating Party,
(B) all shares of Common Stock which the Company desires to include in such registration for its own account, as specified in a written notice given to the Initiating Party and the other Stockholder Parties within 10 days after receipt by the Company of the Demand Notice, and
(C) all Registrable Securities that which the Holders request Company has been requested to be registered include in such registration by each other Stockholder Party, as specified in a written request received given by such Stockholder Party to the Company and the Initiating Party within twenty (20) 10 days after receipt of the mailing aforesaid written notice from the Company (together with the securities referred to in clause (B) above, the "ADDITIONAL SECURITIES"), all to the extent requisite to permit the disposition of such Registrable Securities in accordance with the Company’s notice intended method or methods of disposition specified in the Demand Notice. A registration pursuant to this Section 1.2(i)4.1(a)(i) is referred to herein as a "DEMAND REGISTRATION."
(ii) If Notwithstanding the foregoing subparagraph (i), if any Principal Stockholder Party shall desire to request a Demand Registration pursuant to Section 4.1(a)(i) hereof prior to the first anniversary of the Effective Time, (x) it shall so notify the other Principal Stockholder Party in writing, seeking the other Principal Stockholder Party's consent to such Demand Registration and (y) the Initiating Holders intend Party may deliver its Demand Notice to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and 4.1(a)(i) hereof only if the Company shall include other Principal Stockholder Party consents to such information Demand Registration (which consent may be given or withheld in the written notice referred to in Section 1.2(iits sole discretion). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If Notwithstanding the underwriter advises foregoing subparagraph (i), (x) the Company that marketing factors require right of each Principal Stockholder Party to request a limitation Demand Registration as provided therein shall terminate at such time, if any, as the Registrable Securities beneficially owned by such Principal Stockholder Party constitute less than 3% of the number then-outstanding shares of securities underwritten Common Stock and (including Registrable Securities)y) the right of any Stockholder Party to participate in any Demand Registration pursuant to Section 4.1(a)(i)(C) hereof shall terminate at such time, then if any, as the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and beneficially owned by such Stockholder Party constitute less than 1% of the number then-outstanding shares of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationCommon Stock.
(iv) The Company shall not be required to effect Notwithstanding the foregoing subparagraph (i), if a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.24.1 involves an underwritten offering, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if lead underwriter shall advise the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
Party in writing (e) if the Company shall furnish to Holders requesting with a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental copy to the Company and each other Participating Stockholder Party) that, in its shareholders for such registration statement opinion, the number of Additional Securities proposed to be effected at included in such timeDemand Registration exceeds the number that can be reasonably sold in such offering without materially and adversely affecting the offering price or otherwise materially and adversely affecting such offering, in which event the Company shall include in such Demand Registration (but only to the extent of the number of securities that the lead underwriter advises can reasonably be sold in such offering), (x) first, the Registrable Securities to be offered by the Initiating Party and each other Participating Stockholder Party, according to the relative number of Registrable Securities beneficially owned by the Initiating Party and the other Participating Stockholder Parties at such time and (y) second, the securities which the Company desires to include in such registration.
(v) The Company and the other Participating Stockholder Parties shall have withdrawal rights with respect to the Additional Securities comparable to those set forth in Section 4.2(d) hereof.
(vi) Except as aforesaid, no other Person shall have any right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once include any securities in any twelve (12)-month periodregistration initiated by a Principal Stockholder Party as a Demand Registration.
Appears in 2 contracts
Sources: Stockholders Agreement (Unr Asbestos Disease Claims Trust), Stockholders Agreement (Rohn Industries Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.22.1, if the Company shall receive within at any time after the five twelve (512) year period commencing 90 days after month anniversary of the effective date of the Initial Offering Public Offering, a written request from the Holders of at least 35% a majority or more of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities that requests then outstanding or a lesser percent if the registration anticipated aggregate offering price, net of shares in a minimum amount of five million United States dollars underwriting discounts and commissions, would exceed Twenty Million Dollars ($5,000,000US$20,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use best commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i2.1(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1 and the Company shall include such information in the written notice referred to in this Section 1.2(i2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The In addition, the Company shall not be required to effect a registration pursuant to this Section 1.22.1:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bi) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, and such registrations have been declared or ordered effective; or;
(cii) If the Company has effected a registration pursuant to this Section 2.1 within the preceding twelve (12) months, and such registration has been declared or ordered effective;
(iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below2.2, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or;
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or2.3;
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.22.1, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12)-month period and provided further, that the Company shall not register any other of its shares during such one hundred twenty (120) day period; or
(vi) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Arcadia Biosciences, Inc.), Investors’ Rights Agreement (Arcadia Biosciences, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days four years after the date of this Agreement and (ii) six months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 3550% or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000), then the Company shall, within twenty (20) 20 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of after the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) 30 days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) 90 days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve 12-month period and provided further that the Company shall not register any securities for the account of itself or other stockholder during such ninety 90-day period (12)-month periodother than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors Rights Agreement, Investors Rights Agreement (Versartis, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days three years from the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering first registration statement for a public offering of securities of the Company (other than a registration statement relating solely to employee benefit or similar plans or a registration statement relating to a Rule 145 transaction), a written request from the Holders of holding at least 35% a majority of the Preferred Registrable Securities then outstanding that
(the “Initiating Holders”a) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i)is given.
(iib) If the Holders initiating the registration request hereunder (the "Initiating Holders Holders") intend to distribute the ------------------ Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of holding Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first among all Holders electing to include shares in the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (underwriting, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from requested by each such Holder to be included in such underwriting; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities (including those to be sold for the Company's account) are first entirely excluded from the registrationunderwriting.
(ivc) The Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration pursuant to this Section 1.2, a certificate signed by the Company's President stating that in the good faith judgment of the Company's Board of Directors, such registration would be seriously detrimental to the Company and its stockholders and that it is, therefore, essential to defer taking action with respect to such registration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) calendar days after the date the request of the Initiating Holders is given; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
(d) In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(ai) after the Company has effected two (2) registrations pursuant to this Section 1.2 and such registration statements have been declared or ordered effective;
(ii) during the period starting with the date sixty (60) calendar days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) calendar days after the effective date of, any registration statement pertaining to a public offering of securities for the Company's account subject to Section 1.3 below; provided that the Company is actively employing its best efforts to cause such registration statement to be effective;
(iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12; or
(iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required under by the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Altiris Inc), Investors' Rights Agreement (Altiris Inc)
Request for Registration. (i) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days at any time after the effective date second anniversary of the Initial Offering Closing Date (the “Effective Date”), a written request from the Holders of at least 35% fifty-one percent (51%) of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least one hundred percent (100%) of the Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)then outstanding, then the Company shall, : within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders; as soon as practicable, and in any event within 90 days of the receipt of such request, file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered, subject to the limitations of this Section 1.2subsection 2.1(b), use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant Company in accordance with Section 3.5; and use its best efforts to this Section 1.2(i).
(ii) cause such registration statement to be declared effective by the SEC as soon as practicable but in no event later than 120 days after such request. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 2.1(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 2.1(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 2.1, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities held by all such the Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registration.
(iv) underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. The Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(a) in 2.1: In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or
(b) after After the Company has effected two (2) registrations pursuant to this Section 1.2, 2.1 and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if or If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 hereof; or
(e) 2.11 below. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to become effective or to remain effective as long as such registration statement would otherwise be effected at required to remain effective because such timeaction (x) would materially interfere with a significant acquisition, in which event corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve twelve-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (12)-month period120) day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Holders after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of an exercise of the underwriter's cut-back provisions, fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.
Appears in 2 contracts
Sources: Merger Agreement (Angstrom Technologies Corp.), Registration Rights Agreement (Angstrom Technologies Corp.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five at any time after six (56) year period commencing 90 days months after the effective date of the Initial Offering first registration statement for an underwritten public offering of securities of the Company (other than an Excluded Registration), a written request from either the Required Series D, E, F and G Holders of at least 35% of (a “Series D, E, F and G Demand Registration”), the Preferred Registrable Securities then outstanding Required Series C Holders (a “Series C Demand Registration”) or the Required Other Holders (an “Initiating HoldersOther Shareholder Demand Registration”) that the Company file a registration statement under the Securities Act covering the registration of at least such number of the Registrable Securities that requests the registration having an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000), then the Company shall, within twenty (20) 10 days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 2.2(b), use its best efforts to effect, file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i).
(iib) If the Holders initiating the registration request under Section 2.2(a) (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 2.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holdersunderwriting.
(iii) If the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.22.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders holders of capital stock for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right (collectively with the similar right under subsection 2.4(b)) more than once in any twelve-month period.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.2:
(i) (A) if the Initiating Holders are holders of Series D Registrable Securities, Series E Registrable Securities, Series F Registrable Securities or Series G Registrable Securities and the Company has either (1) effected one (1) Series D, E, F and G Demand Registration in the prior twelve (12)-month period12) months, or (2) previously effected two (2) Series D, E, F and G Demand Registrations in the aggregate, and such registrations have been declared or ordered effective and at least 90% of the Series D Registrable Securities, Series E Registrable Securities, Series F Registrable Securities and Series G Registrable Securities requested to be included therein were able to be registered and sold thereunder, (B) if the Initiating Holders are holders of Series C Registrable Securities and the Company has either (1) effected one (1) Series C Demand Registration in the prior twelve (12) months, or (2) previously effected two (2) Series C Demand Registrations in the aggregate, and such registrations have been declared or ordered effective and at least 90% of the Series C Registrable Securities requested to be included therein were able to be registered and sold thereunder or (C) if the Initiating Holders are holders of Other Registrable Securities and the Company has either (1) effected one (1) Other Shareholders Demand Registration in the prior twelve (12) months, or (2) previously effected two (2) Other Shareholders Demand Registrations in the aggregate, and such registrations have been declared or ordered effective and at least 90% of the Other Registrable Securities requested to be included therein were able to be registered and sold thereunder;
(ii) if the Company has, within the 12-month period preceding the date of such request, already effected one registration for the Holders pursuant to this Section 2.2, and such registration has been declared or ordered effective and at least 90% of the Registrable Securities requested to be included therein were able to be registered and sold thereunder;
(iii) during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 2.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4.
(e) If the total amount of securities, including Registrable Securities, requested by holders of capital stock and the Company to be included in an underwritten Series D, E, F and G Demand Registration, Series C Demand Registration, Other Shareholder Demand Registration or registration requested under Section 2.4 exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering, and the Company will include in such registration (i) first, the number of Registrable Securities (apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders), but in no event shall any Other Registrable Securities be included until Holders of Series G Registrable Securities, Series F Registrable Securities, Series E Registrable Securities, Series D Registrable Securities and Series C Registrable Securities that have requested to include Registrable Securities therein shall have received (or will receive in such registration) an amount equal to the original purchase price of their shares of Series G Preferred Stock, Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Stock and Series C Preferred Stock, respectively, (ii) second, the securities, if any, the Company proposes to sell therein and (iii) third, any other securities of the Company requested to be included in such registration. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners, holders of capital stock of such Holder, the estates and family members of any such partners and retired partners, any Affiliated Fund (as defined below) and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling Holder,” as defined in this sentence.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (MINDBODY, Inc.), Investors’ Rights Agreement (MINDBODY, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.23.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days August 15, 2008 or (ii) twelve (12) months after the effective date of the Company’s first firm commitment underwritten public offering of its Common Stock (the “Initial Offering Offering”), a written request from the Holders of at least 35% thirty percent (30%) or more of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.23.2, use best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i3.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 3.2 and the Company shall include such information in the written notice referred to in Section 1.2(i3.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest the Company). Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 3.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.23.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.23.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 3.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 3.6 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.23.2, a certificate signed by the Company’s President or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month twelve-month period.
Appears in 2 contracts
Sources: Investors' Rights Agreement, Investors’ Rights Agreement (Fortinet Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days at any time after the effective date of the Initial Offering this Agreement, a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least ten percent (10%) of the Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)then outstanding, then the Company shall, :
(i) within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) as soon as practicable, and in any event within 45 days of the receipt of such request, file a registration statement under the Act covering all Registrable Securities which the Holders request to be registered, subject to the limitations of this Section 1.2subsection 1.2(b), use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(i)3.5.
(iib) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registrationunderwriting.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month twelve-month period.
(d) The Company shall be obligated to effect only two such registrations pursuant to this Section 1.2. Registrations effected on Form S-3 pursuant to Section 1.12, however, shall not be counted as demands pursuant to this Section 2.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Amerigon Inc), Investors' Rights Agreement (Argyros George L)
Request for Registration. (i) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 years after the Initial Closing (as defined in the Purchase Agreement), or (ii) one hundred eighty (180) days after the effective date of the Initial Offering Qualified IPO, a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)10,000,000, then the Company shall, within twenty (20) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use best commercially reasonable efforts to effect, as soon as practicable, the registration cause to be registered under the Securities Act all of all the Registrable Securities that the Holders request each such Holder has requested to be registered in a written request received by the Company within twenty (20) days of after the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i).
(ii) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from the registration.
(iviii) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which Notwithstanding the Company would be required to execute a general consent to service of process in effecting such registrationforegoing, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve 12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (12)-month periodother than in a Qualified IPO or an Excluded Registration).
(iv) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
a) After the Company has effected two (2) registrations pursuant to this Section 1.2 provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements;
b) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or
c) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (DermTech International), Investors’ Rights Agreement (DermTech International)
Request for Registration. (ia) Subject to the conditions of this Section 1.22.1, if the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 days years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% fifty percent (50%) of the Preferred Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use best its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i2.1(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(i2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities then held by all Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.22.1:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 2.2 below, provided that the Company is actively employing in good faith all its commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 2.3 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month 12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (DoorDash Inc), Investors’ Rights Agreement (DoorDash Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days at any time after 6 months after the effective date of the Initial Offering Closing Date, a written request (a “Request”) from the Holders of at least 35% of the Preferred Registrable Securities then outstanding Purchasers holding not less than 500,000 Shares (the “Initiating HoldersPurchasers”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in for a minimum amount of five million United States dollars ($5,000,000)public offering, then the Company shall, :
(i) within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, other Purchasers; and
(ii) effect as soon as practicable, and in any event within forty-five (45) days of the receipt of such Request, the filing of a registration statement under the Act of covering all Registrable Securities that which the Holders Purchasers request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the CompanyCompany (a “Demand Registration”); provided, however, that (i) the Company shall be obligated under this Section 2.1 to effect no more than two Demand Registrations, provided that a registration shall not count toward such limit if any such Demand Registration was not declared and ordered effective by the SEC; and (ii) a bona fide pledgee of a Purchaser’s notice Shares (a “Bona Fide Pledgee”) desiring to sell Shares for the account of such Bona Fide Pledgee upon default in respect of such Purchaser’s obligations to such Bona Fide Pledgee shall be entitled to request a Demand Registration to permit the resale of such Shares without regard to the expiration of the 6 month period set forth above unless the number of Shares to be sold by such Bona Fide Pledgee may be disposed of without limitation as to amount pursuant to this Section 1.2(i)Rule 144 under the Act.
(iib) If the Initiating Holders Purchasers intend to distribute the Registrable Securities covered by their request by means of an underwriting, (i) they shall so advise the Company as a part of their request Request made pursuant to this Section 1.2 Subsection 2.1(a) and the Company shall include such information in the written notice referred to in Section 1.2(i)Subsection 2.1(a)(i) above and (ii) the underwriter shall be selected by the Company after consultation with the Initiating Purchasers and shall be reasonably acceptable to a majority in interest of the Initiating Purchasers. In such event the The right of any Holder Purchaser to include its Registrable Securities in such registration shall be conditioned upon such HolderPurchaser’s participation in such underwriting and the inclusion of such HolderPurchaser’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders Purchasers and such HolderPurchaser) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.provided
Appears in 2 contracts
Sources: Registration Rights Agreement (Equity One, Inc.), Registration Rights Agreement (Equity One, Inc.)
Request for Registration. (i) Subject to the conditions of this Section CLAUSE 1.2, if the Company shall receive within the five (5) year period commencing 90 days at any time after the effective date of Closing Date (as defined in the Initial Offering Share Exchange Agreement) a written request from the Holders of at least 35% fifty percent (50%) or more of the Preferred Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section CLAUSE 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(iCLAUSE 1.2(a).
(iia) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section CLAUSE 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(ithis CLAUSE1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest the Company). Notwithstanding any other provision of the Initiating Holders.
(iii) If this CLAUSE1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no Registrable Securities shall be excluded unless and until all other securities of the Company have been excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivb) The Company shall not be required to effect a registration pursuant to this Section CLAUSE 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section CLAUSE 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section CLAUSE 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section CLAUSE 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section CLAUSE 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period and provided further, that the Company shall not register any other of its shares during such ninety (90) day period.
Appears in 2 contracts
Sources: Share Exchange Agreement (Anthem Recording West Inc), Registration Rights Agreement (Udate Com Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within the five at any time six (56) year period commencing 90 days months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% two-thirds of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting underwritten public offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten public offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting underwritten public offering shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting underwritten public offering shall be withdrawn from the registration.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.such
Appears in 2 contracts
Sources: Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days four (4) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% fifty percent (50%) of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use its reasonable best efforts to effectto, as soon as practicable, the file a registration statement under the Act with respect to all of all the Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a), and use reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated Company‑initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 S‑3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating (A) that the Company intends to file a registration statement for its Initial Offering within one hundred twenty (120) days following the date of the initial request for registration made by the Initiating Holders pursuant to this Section 1.2 or (B) that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period12)‑month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Menlo Therapeutics, Inc.), Investors’ Rights Agreement (Menlo Therapeutics, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.22.02, if the Company shall receive within the five receive, at any time after six (56) year period commencing 90 days after months have elapsed following the effective date of the Initial Offering IPO, a written request from the Holders of Shareholders holding at least 35% a majority of the Preferred Registrable Securities that are then outstanding and held by the Shareholders (for purposes of this Section 2.02, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars ($5,000,000)at least US$50,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.02, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i2.02(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.02(a) and the Company shall include such information in the written notice referred to in Section 1.2(i2.02(a). In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by such Holder and a majority in interest of the Initiating Holders and such HolderHolders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest the Company). Notwithstanding any other provision of this Section 2.02, if the Initiating Holders.
(iiiunderwriter(s) If the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all the Holders of Registrable Securities that would otherwise be underwritten pursuant heretothereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.22.02:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.22.02, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a the date that is one hundred and eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 2.03 below, ; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form F-3 or Form S-3 pursuant to Section 1.4 2.04 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.02 a certificate signed by the Chairman of the Board Board, stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period; and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90)-day period (other than a registration relating solely to the sale of securities of participants in a Company share plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Registration Rights Agreement (Nu Holdings Ltd.), Registration Rights Agreement (Nu Holdings Ltd.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days January 31, 2009 or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least thirty-five percent (35% %) or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Synacor, Inc.), Investors’ Rights Agreement (Synacor, Inc.)
Request for Registration. (i) Subject to the conditions of this Section 1.2, if at any time after the closing of an Initial Offering, the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering a written request from the Holders of at least 3525% or more of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty ten (2010) days of the receipt thereof, give deliver written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing providing of the Company’s notice pursuant to this Section 1.2(i).
(ii) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters underwriter(s) selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be and reasonably acceptable to a majority in interest of the Initiating HoldersCompany.
(iii) If the underwriter advises managing underwriter(s) advise(s) the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting there shall be allocated excluded from registration to the extent necessary to satisfy such limitation, first shares held by shareholders other than Holders (if any) and then shares which the Company may wish to register for its own account, and thereafter shares of the Holders of such Registrable Securities Securities, on a pro rata basis based on the number of Registrable Securities held by all such the Holders including Registrable Securities in the registration (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 1.2 unless permitted to do so by the written consent of Initiating Holders holding a majority of the Registrable Securities held by the Initiating Holders, as to which registration has been requested. Except as stated in Section 1.2(iv)(b) below, the Company may not cause any other registration of securities for sale for its own account (other than an Excluded Registration) to be initiated after a registration requested pursuant to this Section 1.2 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to this Section 1.2.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effectiveeffective as promptly as practicable; or
(cb) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and and, subject to Section 1.7, ending on a date one hundred eighty ninety (18090) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject pursuant to this Section 1.2 or an Underwritten Shelf Takedown offering pursuant to Section 1.3 1.5 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effectiveeffective or such Underwritten Shelf Takedown to be completed as promptly as practicable; or
(c) if the anticipated aggregate proceeds to the Holders in such registration will be less than US$5,000,000 (net of underwriting discounts and commissions); or
(d) if the Initiating Holders propose Company is eligible to dispose of Registrable Securities that may be registered on use Form S-3 pursuant to Section 1.4 hereofor Form F-3; or
(e) if in the event of a Suspension pursuant to Section 1.6.
(v) The Company shall furnish to Holders requesting not effect a registration statement pursuant to this Section 1.2, 1.2 if any Holder is subject to a certificate signed contractual restriction imposed by the Chairman an underwriter of the Board stating that in the good faith judgment of the Board of Directors Initial Offering or any subsequent offering of the Company’s Ordinary Shares which contractual restriction, it if such Holder was to participate in such registration or related offering (i) would be seriously detrimental prevent such Holder from participating in the registration or related offering, and (ii) has not been waived in connection with such participation in the registration or subsequent offering to the Company and its shareholders same extent as it has been waived for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month periodother Holder.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Catalyst Private Equity Partners (Israel) II LP), Investors’ Rights Agreement (Marker II LP)
Request for Registration. (ia) Subject to the conditions of this Section 1.22.1, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days after [***] of the date of this Agreement; or (ii) [***] following the effective date of the Initial Offering Offering, a written request from the any Holders of at least 35% of the Preferred Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) ), including Neuberger or Temasek for clause (i), that the Company file a two (2) registration statement statements under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars ($5,000,000)at least [***], then the Company shall, within twenty (20) days [***] of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use best its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days [***] of the mailing of the Company’s notice pursuant to this Section 1.2(i2.1(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(i2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest [***] of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest those Initiating Holders holding [***] of the Registrable Securities then held by all Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.22.1:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) [***] registrations pursuant to this Section 1.22.1, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days [***] prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days [***] following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-Company initiated registration subject to Section 1.3 2.2 below, provided that the Company is actively employing in good faith all its commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 2.3 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days [***] after receipt of the request of the Initiating Holders, ; provided that such right to delay a request shall be exercised by the Company not more than once [once] in any twelve (12)-month [***] period.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement (PureTech Health PLC)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five date that is the earlier of (5i) year period commencing 90 days the second anniversary of the date hereof and (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% thirty percent (30%) or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest the Company). Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (FireEye, Inc.), Investors’ Rights Agreement (FireEye Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five at any time after six (56) year period commencing 90 days months after the effective date of the Initial Offering Company’s initial public offering covering the offer and sale of Common Stock of the Company (the “IPO”) a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least thirty percent (30%) of the Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000), then the Company shall, within twenty (20) days of the receipt thereof, shall promptly give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2, use best efforts to effectsubsections 1.2(b)-(d), as soon as practicable, the use its reasonable best efforts to effect a registration statement under the Securities Act of covering all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) 15 business days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by the Initiating Holders and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting; provided, however, that such agreement shall not provide for indemnification or contribution obligations on the part of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest materially greater than the obligations of the Initiating Holders.
(iiiHolders under Section 1.10(b) If hereof. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the maximum number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve twelve-month period; provided, further that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (12)-month other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act).
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective;
(ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of; a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; and provided, further that the Company may only delay an offering pursuant to this Section 1.2(d) for a period of not more than 90 days if a filing of a registration statement in connection with such registration is not made during such period and the Company may only exercise this right once in any twelve-month period; or
(iii) In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Enphase Energy, Inc.), Investors’ Rights Agreement (Enphase Energy, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time subsequent to the five (5) year period commencing 90 days after the effective date Effective Date of the Initial Offering this Agreement, a written request from the Holders of at least 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) Holder that the Company file a registration statement under the Act covering the registration of all of the Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)then outstanding, then the Company shall, within twenty shall (20i) days of the receipt thereof, give written notice of such request to all Holders, the Holder promptly following receipt of such request and (ii) subject to the limitations of this Section 1.2subsection 1.2(b), use best its reasonable efforts to effect, effect as soon as practicable, practicable (and in any event within one hundred twenty (120) calendar days of the receipt of such request) the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Holder in accordance with Section 1.2(i1.2(c).
(iib) If the Initiating Holders intend Holder intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). In such event The underwriter will be selected by the right of any Holder to include its Registrable Securities in such registration Company and shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) reasonably acceptable to the extent provided hereinHolder requesting registration. All Holders The Holder, if proposing to distribute their its securities through such underwriting shall (together with the Company as provided in subsection 1.3(e)) enter into an underwriting agreement agreement, or similar agreement, in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company Holder in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Holder shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and agree to reduce to the number of shares that may be included in the underwriting shall be allocated to underwriting. In the Holders of such Registrable Securities on a pro rata basis based on event that the number of securities being registered is reduced pursuant to this Section 1.2(b), the Holder of the Registrable Securities held by all such Holders (including which were not included in the Initiating Holders). Any registration shall be treated as if there had been no registration effected pursuant to this Section 1.2 and shall be entitled to the benefit of Section 1.2 with respect to the Registrable Securities excluded or withdrawn from such underwriting which were not included as if the registration pursuant to Section 1.2 had not been requested; provided, that any registration with respect to the Registrable Securities which were not included shall not be withdrawn from required to become effective within 180 days of the effective date of the first registration.
(iv) . The Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose Holder proposes to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made pursuant to Section 1.4 hereof; or1.8.
(ec) if The Holder may not include any of its Registrable Securities in the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, Agreement unless it would be seriously detrimental furnishes to the Company and its shareholders in writing, prior to or on the 15th calendar day after receipt of a request therefore, such information as the Company may reasonably request for such use in connection with the registration statement and in any application to be effected at filed with or under state securities laws. In connection with all such timerequests for information from the Holder, in which event the Company shall have notify the right to defer such filing for a period of not more than ninety (90) days after receipt Holder of the request of requirements set forth in the Initiating Holders, provided that such right preceding sentence. The Holder agrees to delay a request shall furnish promptly to the Company all information required to be exercised disclosed in order to make information previously furnished to the Company by the Company Holder not more than once in any twelve (12)-month periodmaterially misleading.
Appears in 2 contracts
Sources: Common Stock and Warrant Purchase Agreement (KFX Inc), Registration Rights Agreement (KFX Inc)
Request for Registration. (i) Subject The Initiating Holders, by written request to the conditions of this Section 1.2Company, if may require the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering to effect a written request from the Holders of at least 35% of the Preferred registration with respect to Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i).
(ii) at any time after an IPO. If the Initiating Holders intend elect to distribute the Registrable Securities covered by exercise their request by means of an underwriting, they shall so advise rights under this Section 2.1 the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2shall:
(a) in any particular jurisdiction in which promptly give written notice of the Company would be required proposed registration to execute a general consent to service of process in effecting such registration, unless all other Holders (the Company is already subject to service in such jurisdiction and except as may be required under the Act"Demand Registration Notice"); orand
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date as soon as practicable but not later than sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of from the Initiating Holders, provided use its best efforts and take all appropriate action to file such registration statement with the Commission, and shall use its best efforts and take all appropriate action to effect such registration as soon as possible following such filing (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under the blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of the Demand Registration Notice; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2 (i) if a registration pursuant to this Section 2 has been declared or ordered effective within the prior twelve months or (ii) after the third such registration pursuant to this Section 2 has been declared or ordered effective; provided, further, however, that if with respect to the last remaining demand registration right the Holders shall not be permitted to delay a request include all of the Registrable Securities requested to be so included therein pursuant to the operation of Section 2.5 below, the Holders shall be exercised by the Company not more than once granted an additional demand registration exercisable in any twelve (12)-month periodaccordance with this Section 2.
Appears in 2 contracts
Sources: Registration Rights Agreement (Career Education Corp), Registration Rights Agreement (Heller Financial Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering a written request Investor Request from Charter at any time, or an Investor Request from Blue Truck at any time following the Holders of at least 35% of initial Public Offering following the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)date hereof, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 1.22(c) below, file (as expeditiously as practicable, and in any event within sixty (60) days after the receipt of such request) and use its best efforts to effect, as soon as practicable, the have declared effective a registration statement under the Securities Act of with respect to all Registrable Securities that which the Holders request to be registered in a written request received by the giving of notice to the Company within twenty thirty (2030) days of after the mailing of the Company’s 's notice pursuant referred to this above, each such notice to be given in accordance with Section 1.2(i)18 below.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2 and the Company shall include such information in the written notice referred to in Section 1.2(i2(a); PROVIDED, HOWEVER, that notwithstanding anything herein to the contrary, in no event shall the Company be required to effect more than two underwritten offerings in any 12 month period. In such the event of an underwritten offering, the right of any Holder to include its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters Holders; PROVIDED, HOWEVER, that no Holder shall be reasonably acceptable required to a majority in interest make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the Initiating Holders.
underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder (iiiwhether by indemnification, contribution or otherwise) If shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company Initiating Holders that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to among the Holders of such Registrable Securities on a pro rata basis based on that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the number amount of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall on an as-converted basis) requested to be withdrawn from included in the registration.
(ivc) The Company shall be obligated to effect no more than two (2) registrations pursuant to an Investor Request under this Section 2 by Charter, and no more than one (1) registration pursuant to an Investor Request under this Section 2 by Blue Truck, subject to Section 2(a); PROVIDED, HOWEVER, that the Company shall not be obligated to effect more than one (1) registration pursuant to this Section 2 in any six (6) month period. A registration which does not become and remain effective throughout the proposed plan of distribution or six (6) months, whichever is shorter, will not be considered a registration required to be effected by the Company according to this Section 2(c). The Company shall not be required to effect a pay for any expenses of any registration proceeding begun pursuant to this Section 1.2:
2 if the registration request is subsequently withdrawn at the request of a majority of the Initiating Holders of the Registrable Securities to be registered (a) in any particular jurisdiction in which case all Initiating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration by the Initiating Holders); PROVIDED, HOWEVER, that if at the time of such withdrawal, the Initiating Holders have learned of a material adverse change in the condition, business, or prospects of the Company would different from that known to the Initiating Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Initiating Holders shall not be required to execute a general consent to service pay any of process in effecting such registration, unless the Company is already subject to service in such jurisdiction expenses and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations shall retain their rights pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or2.
(d) if Notwithstanding the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety up to sixty (9060) days after receipt of the request of the Initiating Holders; PROVIDED, provided HOWEVER, that such right to delay a request shall be exercised by the Company may not utilize this right for more than once an aggregate of one hundred twenty (120) days in any twelve (12)-month 12) month period; PROVIDED, FURTHER, that if at the time of any Investor Request for a registration pursuant to this Section 2, the Company has fixed plans (following a resolution of the Board of Directors of the Company so authorizing) to file within sixty (60) days after such request a registration statement covering the sale of any of its securities in a public offering under the Securities Act, no registration shall be required to be initiated pursuant to this Section 2 until ninety (90) days after the effective date of such Company registration unless the Company is no longer proceeding diligently to effect such registration and so long as the Company shall provide the Holders with the right to participate in such public offering pursuant to, and subject to, Section 3.
(e) Upon the request of a majority of the Initiating Holders for the termination of a registration, the Company shall terminate such registration and such registration shall not be considered a registration required to be effected by the Company under Section 2(c); provided, that the Initiating Holders pay the expenses of such registration in accordance with Section 2(c) unless excused from doing so under the proviso set forth in Section 2(c).
Appears in 2 contracts
Sources: Registration Rights Agreement (Charter Urs LLC), Registration Rights Agreement (United Road Services Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 days years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% twenty-five percent (25%) or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period12) month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Okta, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 days years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders (including the Key Holders), and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Initiating Holders.
(iii) If the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in Notwithstanding any particular jurisdiction in which the Company would be required to execute a general consent to service other provision of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.this
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Lemonade, Inc.), Investors’ Rights Agreement (Lemonade, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within the five at any time after one hundred eighty (5180) year period commencing 90 days after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest the Company). Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (NephroGenex, Inc.), Investors’ Rights Agreement (Care Capital III LLC)
Request for Registration. (ia) Subject to the conditions of this Section 1.22.1, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days four (4) years from the date of the Initial Closing and (ii) six (6) months after the effective date of the Initial Offering or Direct Listing, a written request from the Holders of at least 3550% of the Preferred Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)30,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use best its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i2.1(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(i2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities then held by all Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.22.1:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or;
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, and such registrations have been declared or ordered effective; or;
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 2.2 below, provided that the Company is actively employing in good faith all its commercially reasonable efforts to cause such registration statement to become effective; or;
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 2.3 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period12) month period ; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Zymergen Inc.), Investors’ Rights Agreement (Zymergen Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 days years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% fifty percent (50%) of the Series B Preferred Registrable Securities then outstanding Stock (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (more than $5,000,000)20,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i)1.2(a) to the Holders in accordance with Section 3.5.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Veeva Systems Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering at any time a written request from the Holders of at least 35% greater than forty percent (40%) of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration that would have an aggregate offering price, net of Registrable Securities that requests the registration underwriting discounts and commissions, of shares in a minimum amount of five million United States dollars (at least $5,000,000)10,000,000, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), cause a registration statement covering the requested Registrable Securities to be filed within sixty (60) days of receipt of such request and thereafter use its best efforts to effect, effect as soon as practicable, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(i)4.4.
(iib) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registrationunderwriting.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month 12) month period.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective and, subject to Section 1.5(a), all shares registered thereunder have been sold;
(ii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.
Appears in 2 contracts
Sources: Investors' Rights Agreement, Investors’ Rights Agreement (Calix Networks Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) the three (3) year period commencing 90 days after anniversary of this Agreement, or (ii) the sixth (6th) month anniversary of the effective date of the Initial Offering Offering, receive a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000 (a “Qualified Public Offering”)) that the Company file a registration statement under the Securities Act covering the registration offer and sale of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within promptly but not later than twenty (20) days of after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (and the Company, if applicable) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest the Company). Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). , provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration; Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction jurisdiction, and except as may be required under the Securities Act; or
(b2) upon the expiration of the restrictions on transfer set forth in Section 1.12 following the Initial Offering;
(3) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have registration has been declared or ordered effective; or
(c4) during the period starting with the date sixty if within thirty (6030) days prior of receipt of a written request from Initiating Holders pursuant to Section 1.2(a), the Company gives notice to the Holders of the Company’s good faith estimate of intention to file a registration statement for the date of the filing of, and ending on a date one hundred eighty Company’s Initial Offering within ninety (18090) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 belowdays, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d5) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 hereof; or
(e6) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve twelve-month (12)-month 12) period, and provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investor Rights Agreement (RingCentral Inc), Investor Rights Agreement (RingCentral Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 days years after the date of this Agreement or (ii) six months after the effective date of the Initial Offering or a Direct Listing, a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price, net of shares in a minimum amount Selling Expenses, of five million United States dollars (at least $5,000,000)25,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. For any selling Holder that is a venture capital fund, partnership, limited liability company or corporation, the affiliated venture capital funds, partners, members, retired partners, retired members and stockholder of such Holder, or the estates and family members of any such partners, members, retired partners, retired members, stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holders” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or a registration in which the only Class A Common Stock being registered is Class A Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Figma, Inc.), Investors’ Rights Agreement (Figma, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days at any time after the effective date of the Initial Offering December 31, 1996 a written request from the Holders of at least 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) Investor that the Company file a registration statement under the Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities that requests then held by the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Investor, then the Company shall, :
(1) within twenty ten (2010) days of the receipt thereof, give written notice notice, in accordance with Section 3.5 hereof, of such request to all such other Holders; and
(2) file as soon as practicable, and subject to in any event within sixty (60) days of the limitations receipt of this Section 1.2such request, and use best all reasonable efforts to effect, cause to become effective as soon as practicable, the registration under the Act of all Registrable Securities that the which such Holders request to be registered in a written request received by registered, subject to the Company within twenty (20) days limitations of the mailing of the Company’s notice pursuant to this Section 1.2(iSubsection 1.2(b).
(iib) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 Subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(iSubsection 1.2(a). The underwriter will be selected by the Company and shall be acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders exclude from such underwriting (x) first, the maximum number of securities, if any, other than Registrable Securities, as is necessary to reduce the size of the offering and (y) then the minimum number of Registrable Securities that would otherwise be underwritten pursuant heretoSecurities, and the number of shares that may be included in the underwriting shall be allocated pro rata to the Holders extent practicable, on the basis of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including requested to be registered among the Initiating Holders). Any participating holders of Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from Securities, as is necessary in the registrationopinion of the managing underwriter(s) to reduce the size of the offering.
(ivc) The In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after After the Company has effected two (2) registrations pursuant to this Section 1.2, excluding any registrations effected on Form S-3, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing ofprovided, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing shall not be obligated to effect more than one registration pursuant to this Section 1.2 in good faith all reasonable efforts to cause such registration statement to become effective; orany twelve (12) month period;
(dii) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 hereof1.12 below; or
(eiii) if If the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental delivers to the Company and its shareholders for such registration statement to be effected at such timeInitiating Holders an opinion, in which event the Company shall have the right form and substance acceptable to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided of counsel satisfactory to the Initiating Holders that such right the Registrable Securities requested to delay a request shall be exercised registered by the Company not more than once in any twelve (12)-month periodInitiating Holders may be sold or transferred pursuant to Rule 144(k) of the Act.
Appears in 2 contracts
Sources: Investor's Rights Agreement (Iat Multimedia Inc), Stock Purchase Agreement (Iat Multimedia Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days April 1, 2015 or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% fifty percent (50%) or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use its best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders holding a majority of Registrable Securities to be registered, and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to the Initiating Holders holding a majority in interest of the Initiating Holders.
(iii) If Registrable Securities to be registered). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. For purposes of the provisions of this paragraph concerning apportionment, for any selling securityholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or;
(bii) during the one hundred eighty (180) day period commencing with the effective date of the Initial Offering;
(iii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or;
(civ) during upon written notice to the period starting with Initiating Holders within thirty (30) days of receipt of a written request pursuant to Section 1.2(a) that the date Company intends to file a registration statement for an Initial Offering within sixty (60) days prior to the Company’s good faith estimate of following the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the such Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; ornotice;
(dv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(evi) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such the registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period, or such shorter period of deferral of such filing (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Karyopharm Therapeutics Inc.), Investors’ Rights Agreement (Karyopharm Therapeutics Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within the five at any time after six (56) year period commencing 90 days months after the effective date of the Initial Offering Offering, a written request from the a Tiger Holder or Tiger Holders or a UCI Holder or UCI Holders of at least 35% twenty percent (20%) or more of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate proceeds of shares in a minimum amount of five million United States dollars ($at least US$5,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest the Company). Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute case of a general consent to service of process in effecting such registrationregistration requested by a Tiger Holder, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.21.2 at the request of Tiger Holders, and such registrations have been declared or ordered effectiveeffective (and have not been subject to a “stop order” or otherwise withdrawn); or
(cii) in the case of a registration requested by a UCI Holder, after the Company has effected one (1) registration pursuant to this Section 1.2 at the request of UCI Holders, and such registration has been declared or ordered effective (and has not been subject to a “stop order” or otherwise withdrawn); or
(iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-Company initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 F-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve twelve-month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety day period (12)-month periodother than a registration relating solely to the sale of securities of participants in a Company share plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Gushan Environmental Energy LTD), Subscription Agreement (Gushan Environmental Energy LTD)
Request for Registration. (ia) Subject to the conditions of this Section 1.22.1, if the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 days years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% thirty percent (30%) of the Preferred Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)20,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use best its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i2.1(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(i2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities then held by all Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.22.1:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 2.2 below, provided that the Company is actively employing in good faith all its commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 2.3 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month 12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (RAPT Therapeutics, Inc.), Investors’ Rights Agreement (RAPT Therapeutics, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time after the five one (51) year period commencing 90 days after anniversary of the effective date of the Initial Offering IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction that does not cause any securities of the Company similar to the Registrable Securities to be listed on a securities exchange), a written request from the Holders of at least 3550% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company (determined on an as-converted to Common Stock basis) file a registration statement under the Act covering the registration of Registrable Securities that requests the registration then outstanding having an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (not less than $[5,000,000)], then the Company shall, :
(i) within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, ; and
(ii) use its reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company (within twenty (20) days of the mailing of such notice by the Company’s notice pursuant Company in accordance hereof) to this Section 1.2(ibe registered, subject to the limitations of subsection 1.2(b).
(iib) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(c)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company or the Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from of the Company owned by each Holder (determined on an as-converted to Common Stock basis); provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registrationunderwriting.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed and it is therefore necessary to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month 12) month period.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective provided that either (A) the conditions of Section 1.4(a) have been satisfied or (B) the registration statements continue to remain effective and there are no stop orders in effect with respect to such registration statements;
(ii) If the Company delivers in good faith, within thirty (30) days of the initiation of a registration request pursuant to this Section 1.2, a written notice to the Initiating Holders that the Company intends to file a registration statement for the IPO, then during the period commencing with the date of the giving of such notice by the Company, and ending ninety (90) days thereafter; or
(iii) During the period starting with the effective date of a registration subject to Section 1.3 hereof for the IPO and ending on the 180th day after such effective date.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Marinus Pharmaceuticals Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within the five at any time three (53) year period commencing 90 days years after the effective date of the Initial Offering this Agreement a written request from the Holders of at least 35% a majority or more of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities Securities, provided that requests the registration of shares in a minimum amount of five million United States dollars (anticipated aggregate offering price from such offering would exceed $5,000,000)35,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest the Company. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no Registrable Securities shall be excluded unless and until all other securities of the Company have been excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The In addition, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bi) after the Company has effected two one (21) registrations registration pursuant to this Section 1.2, and such registrations have registration has been declared or ordered effective; or;
(cii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or;
(diii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or1.4;
(eiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12)-month period; or
(v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act.
Appears in 2 contracts
Sources: Investor's Rights Agreement, Investor's Rights Agreement (Fulgent Genetics, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within the five at any time after six (56) year period commencing 90 days months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% thirty percent (30%) of the Preferred Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)7,500,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(eiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Planetrx Com), Investors' Rights Agreement (Planetrx Com)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 December 9, 2013 or (ii) one hundred eighty (180) days after the effective date of the Initial Offering first registration statement for a public offering of securities of the Company (other than a registration statement relating solely to employee benefit or similar plans or a registration statement relating to a Rule 145 transaction), a written request from the Holders of at least 35% forty percent (40%) of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file effect a registration statement under the Securities Act covering with respect to at least a majority of the registration of Registrable Securities that requests the registration then outstanding and having aggregate proceeds (net of shares underwriting discounts and commissions) in a minimum amount of five million United States dollars (excess $5,000,000)10,000,000, then the Company shall, within twenty shall (20i) days of the receipt thereof, give written notice of such request to all Holders, Holders within ten (10) calendar days of the date such request is given and subject to the limitations of this Section 1.2, (ii) use its best efforts to effect, effect as soon as practicable, practicable (and in any event within sixty (60) calendar days of the date such request is given) the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) calendar days of the mailing of date the Company’s notice pursuant referred to in this Section 1.2(i)subsection 1.2(a) is given.
(iib) If the Holders initiating the registration request hereunder (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders electing to include shares in the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (underwriting, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from requested by each such Holder to be included in such underwriting; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities (including those to be sold for the Company’s account) are first entirely excluded from the registrationunderwriting. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership, limited liability company or corporation, the partners (or retired partners), members (or retired members) and stockholders of such selling stockholder, or the estates and family members of any such partners (retired partners), members (or retired members) or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder” and any pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder” as defined in this sentence.
(ivc) The Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration pursuant to this Section 1.2, a certificate signed by the Company’s President stating that in the good faith judgment of the Company’s Board of Directors, such registration would be seriously detrimental to the Company and its stockholders and that it is, therefore, essential to defer taking action with respect to such registration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) calendar days after the date the request of the Initiating Holders is given; provided, however, that the Company may not utilize this right or the right set forth in Section 1.12(c) more than once in any twelve (12) month period; and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period other than a registration relating solely to employee benefit or similar plans, or a registration relating to a Rule 145 transaction.
(d) In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(ai) after the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective and have remained effective for at least the period of time described in Section 1.4(a);
(ii) during the period starting with the date thirty (30) calendar days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) calendar days after the effective date of, any registration statement pertaining to a public offering of securities for the Company’s account; provided that the Company is actively employing its best efforts to cause such registration statement to be effective;
(iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12; or
(iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month periodSecurities Act.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Chegg, Inc), Investors’ Rights Agreement (Chegg, Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 days years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% fifty percent (50%) or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)25,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by at least a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding at a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest the Company). Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Avinger Inc), Investors’ Rights Agreement (Avinger Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within the five at any time six (56) year period commencing 90 days months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% two-thirds of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting underwritten public offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten public offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting underwritten public offering shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting underwritten public offering shall be withdrawn from the registration.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two one (21) registrations registration pursuant to this Section 1.2, and such registrations have registration has been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish furnishes to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Vitae Pharmaceuticals, Inc), Investors’ Rights Agreement (Vitae Pharmaceuticals, Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company If SM&A shall receive within the five (5) year period commencing 90 days at any time after the effective date of the Initial Offering February 1, 1999, a written request from the Holders of at least thirty-five percent (35% %) of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company SM&A file a registration statement on Form S-3 under the Act covering the registration of at least thirty-five percent (35%) of the Registrable Securities that requests then outstanding (or a lesser percent if the registration of shares in a minimum amount of five million United States dollars (aggregate offering price would exceed $5,000,0002,000,000), then the Company SM&A shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.22(b), use its best efforts to effect, as soon as practicableat the earliest possible date, but in any event within forty-five (45) days of the date of the original written request from the Holders, file the registration on registration statement under the Act of on Form S-3 covering all Registrable Securities that which the Holders thereof request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s such notice pursuant to this by SM&A in accordance with Section 1.2(i)18 below.
(iib) If the Holders initiating the registration request under this Section 2 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company SM&A as a part of their request made pursuant to this Section 1.2 2 and the Company SM&A shall include such information in the written notice referred to in Section 1.2(i2(a). The underwriter with respect to such Form S-3 registration only will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to SM&A. In such event event, the right of any Holder to include its his Registrable Securities in such registration on Form S-3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with SM&A as provided in Section 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by in the manner set forth above it being understood that each Holder shall be required to make only those representations (if any) as would be customary for a majority in interest holder of a similar percentage of similar securities. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If the underwriter advises the Company writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated equally among all Holders thereof, including the Initiating Holders, on a percentage basis (as nearly as practicable) equal to the percentage of SM&A Stock requesting registration and permitted by such underwriters to be sold by SM&A shareholders existing immediately prior to the Merger. To the extent Registrable Securities requested to be registered are excluded from the offering pursuant to the immediately preceding sentence, the Holders of such Registrable Securities on a pro rata basis based on shall have the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required right to effect a one additional demand registration pursuant to this Section 1.2:2. SM&A may include in the registration under this Section 2 any other shares of SM&A Stock (including issued and outstanding shares of SM&A Stock as to which the holders thereof have contracted with SM&A for "piggyback" registration rights) so long as the inclusion in such registration of such shares (i) will not, in the opinion of the managing underwriter, interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the shares of Registrable Securities sought to be registered by the Holder or Holders of Registrable Securities pursuant to this Section 2 and (ii) will not result in the exclusion from such registration of any Registrable Securities. If it is determined as provided above that there will be such interference, the other shares of SM&A Stock sought to be included shall be excluded to the extent deemed appropriate by the managing underwriter.
(ac) in any particular jurisdiction in which the Company would be required SM&A is obligated to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected effect only two (2) such registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to 2 except as provided in Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or2(b).
(d) Notwithstanding the foregoing, if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company SM&A shall furnish to Holders requesting a registration statement pursuant to this Section 1.22, a certificate signed by the Chairman President of the Board SM&A stating that in the good faith judgment of the Board of Directors of the CompanySM&A, it would be seriously detrimental to the Company SM&A and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company SM&A shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such SM&A may not utilize this right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month 12) month period.
(e) SM&A shall not be required to prepare and file a registration statement pursuant to this Section 2 which would become effective within one hundred eighty (180) days following the effective date of a registration statement filed by SM&A with the SEC pertaining to an underwritten public offering of securities for cash for the account of SM&A if the Initiating Holders' request for registration is received by SM&A subsequent to such time as SM&A in good faith gives written notice to the holders of Registrable Stock that SM&A is commencing to prepare a registration statement and SM&A is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. A registration requested pursuant to this Section 2 shall not be deemed to have been effected until such time as a registration statement with respect thereto has become effective in compliance with the provisions of the Act.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization and Merger (Steven Myers & Associates Inc), Registration Rights Agreement (Sm&a Corp)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days July 24, 2018, or (ii) six months after the effective date of the Initial Offering Qualified IPO, a written request from the Holders of at least 3566 and 2/3% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)10,000,000, then the Company shall, within twenty (20) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.21.2(b), use all reasonable best efforts to effect, as soon as practicable, the registration cause to be registered under the Securities Act all of all the Registrable Securities that the Holders request each such Holder has requested to be registered in a written request received by the Company within twenty (20) 20 days of after the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders whose Registrable Securities are to be included in the underwriting. In such event event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities requested to be included in such applicable registration by each participation Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve 12-month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (12)-month periodother than in a Qualified IPO or an Excluded Registration).
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected three registrations pursuant to this Section 1.2, provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements;
(ii) If the Company, within 30 days of receipt of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement for an initial public offering within 75 days; provided, that the Company is actively employing in good faith, reasonable best efforts to cause such registration to become effective;
(iii) Within 180 days immediately following the effective date of a Qualified IPO; or
(iv) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Tintri, Inc.), Investors’ Rights Agreement (Tintri, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days August 29, 2016, or (ii) six months after the effective date of the Initial Offering an IPO, a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)10,000,000, then the Company shall, within twenty (20) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use best all commercially reasonable efforts to effect, as soon as practicable, the registration cause to be registered under the Securities Act all of all the Registrable Securities that the Holders request each such Holder has requested to be registered in a written request received by the Company within twenty (20) 20 days of after the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to the Initiating Holders requesting a within 30 days of any request for registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve 12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (12)-month periodother than in a Qualified IPO or an Excluded Registration).
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected two registrations pursuant to this Section 1.2 provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements;
(ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective;
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or
(iv) If, within 30 days of the request for registration, the Company delivers notice to the Initiating Holders of the Company’s intent to file a registration statement for a firm commitment underwritten initial public offering within 90 days.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Mobile Iron, Inc.), Investors’ Rights Agreement (Mobile Iron, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five at any time at least six (56) year period commencing 90 days months after the effective date of the Initial Offering first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (held by the “Initiating Preferred Holders”) , on an as-converted basis and including any shares of Common Stock held by the Preferred Holders resulting from conversion of their respective Preferred Stock, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersPreferred Holders and shall, and subject to the limitations of this Section 1.2subsection 2.2(b), use best commercially reasonable efforts to effect, effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Preferred Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant Company in accordance with the terms hereof; provided, however, that the Company shall not be obligated to this Section 1.2(i)effect such registration if the Preferred Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before underwriting discounts, commissions and fees) of less than $5,000,000.
(iib) If the Preferred Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 2.2(a). The underwriter will be selected by the Company subject to the prior written consent of a majority of the then outstanding Registrable Securities proposed to be included in such registration, which consent shall not be unreasonably withheld; provided, however, that no such consent shall be required if the Company selects a nationally recognized underwriter in the United States with demonstrable, pharmaceutical and/or biotechnology industry-specific expertise and experience. In such event event, the right of any Preferred Holder to include its Registrable Securities in such registration shall be conditioned upon such Preferred Holder’s 's participation in such underwriting and the inclusion of such Preferred Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) Preferred Holder to the extent provided herein. All Preferred Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.5(e)) enter into an underwriting agreement in customary form (including without limitation the indemnities from the Company as set forth in Section 2.10) with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 2.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation or the exclusion of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Preferred Holders of Registrable Securities that which would otherwise be participate in the underwritten offering pursuant hereto, and and, in the case of a limitation, of the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by among all such Preferred Holders (as applicable), including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from of the Company owned by each Preferred Holder (as applicable); provided, however, that the shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced in number or completely excluded unless all other securities are first entirely excluded from the registration.
(iv) The Company underwriting. No such reduction shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which reduce the securities being offered by the Company would for its own account to be required to execute a general consent to service included in the registration and underwriting, and in no event shall the amount of process Registrable Securities of the selling Preferred Holders included in effecting the registration be reduced below twenty-five (25%) of the total amount of securities included in such registration, unless such offering is the Company is already subject to service initial public offering of the Company's Common Stock under the Securities Act, in such jurisdiction and except as which event any or all of the Registrable Securities of the Preferred Holders may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to excluded in accordance with this Section 1.2, and such registrations have been declared or ordered effective; or2.2(b).
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.22.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected filed at such timetime and it is therefore essential to defer the filing of such registration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month month period.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.2:
(i) After the Company has effected two (2) registrations pursuant to this Section 2.2 and such registrations have been declared or ordered effective (excluding any such registration in which the amount of the Registrable Securities of the selling Preferred Holders included therein shall have been reduced by twenty-five percent (25%) or more to accommodate the inclusion of the securities being offered by the Company pursuant to Section 2.2(b)), or within six (6) months of the effective date of another registration;
(ii) During the period of one hundred eighty (180) days following the effective date of a registration subject to Section 2.3 hereof;
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be currently registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; provided, however, that if the Company so refuses to effect a registration by the Preferred Holders pursuant to this Section 2.2(d)(iii), they shall be entitled to an additional registration pursuant to Section 2.4 for each such registration so refused; or
(iv) If the Company delivers notice to the Initiating Holders within thirty (30) days of a registration request pursuant to this Section 2.2 stating the Company's intent to file a registration statement for a public offering within ninety (90) days of the date of such notice, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Metabasis Therapeutics Inc), Investors' Rights Agreement (Metabasis Therapeutics Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 days years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% thirty percent (30%) or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest the Company). Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded, including securities that are not Registrable Securities held by Holders. For purposes of this Section 1.2(b), any Holder of Registrable Securities that is a venture capital fund (or other investment fund), partnership or corporation, the venture capital funds (or other investment funds), partners, retired partners and stockholders that are Affiliates of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder”. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder, and shall not register any securities that are not Registrable Securities for the account of any Holder, during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Hortonworks, Inc.), Investors’ Rights Agreement (Hortonworks, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within the five (5) at any time after one year period commencing 90 days after the effective date of the Initial Offering this Agreement a written request from the Holders of at least 35% 100,000 Shares of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of the entire amount of the Registrable Securities that requests held by the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Initiating Holders, then the Company shall, within twenty (20) 20 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a). Holders requesting registration of Registrable Securities in response to the Company’s notice given pursuant to this Section 1.2 (a) are herein referred to as “Participating Holders”.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Participating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Participating Holders which underwriter or underwriters shall be are reasonably acceptable to a majority in interest the Company. Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Registrable Securities to be excluded or withdrawn shall be determined in the following sequence: (i) securities held by any persons other than the Holders, including persons having a contractual, incidental “piggy back” right to include such securities in the registration statement, (ii) securities sought to be registered by the Company, and (iii) Registrable Securities held by the Holders.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) 2 registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effectiveeffective and remained effective for the period required by section 1.5 (a); or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(eiii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such timetime as a result of requiring a disclosure that would cause a material adverse affect on any plan or agreement with respect to any financing, acquisition, or other material transaction, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month 12-month period.
Appears in 2 contracts
Sources: Registration Rights Agreement (China Technology Development Group Corp), Registration Rights Agreement (China Technology Development Group Corp)
Request for Registration. (ia) Subject to the conditions of this Section 1.22.1, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days August 30, 2025 or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from (a) any Institutional Holder or (b) the Holders of at least 35% fifty percent (50%) of the Preferred Registrable Securities then outstanding outstanding, excluding for all purposes under clause (b) any Registrable Securities held by a Strategic Investor or a Competitor Transferee (for purposes of this Section 2.1, the “Initiating Holders”) ), that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)20,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use best its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing sending of the Company’s notice pursuant to this Section 1.2(i2.1(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(i2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest accordance with Section 2.1(d). Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.22.1:
(ai) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business in such jurisdiction or subject to service of process in such jurisdiction and except as may be required under the Act; or;
(bii) after the Company has effected two three (23) registrations pursuant to this Section 1.2, 2.1 and such registrations have been declared or ordered effective; or;
(ciii) during the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 2.2 below, ; provided that the Company is actively employing in good faith all its commercially reasonable efforts to cause such registration statement to become effective; or;
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 2.3 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such timeSuspension Notice, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request and the rights under Sections 2.3(b)(iii), 2.3(d)(i)(1), 2.3(d)(ii) and 2.4 shall be exercised by the Company not more than once in any twelve (12)-month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90)-day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
(d) The Institutional Holder or Holders of a majority of the Registrable Securities, excluding for this purpose any Registrable Securities held by a Strategic Investor or a Competitor Transferee, as the case may be, initially requesting registration hereunder will have the right to select the underwriter or underwriters in an offering under a registration pursuant to this Section 2.1, which underwriter or underwriters shall be reasonably acceptable to the Company.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Peloton Interactive, Inc.), Investors’ Rights Agreement (Peloton Interactive, Inc.)
Request for Registration. (ia) Subject At any time, and from ------------------------ time to the conditions of this Section 1.2time, if the Company shall receive within the five (5) year period commencing 90 days on and after the effective date of the Initial Offering a written request from Closing Date, the Holders of at least 3525% of the Preferred then Registrable Securities then outstanding (the “"Initiating Holders”") may request in a written ------------------ notice that the Company Corporation file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Securities that requests held by such Initiating Holders in the registration manner specified in such notice. Following receipt of shares in a minimum amount of five million United States dollars any notice under this Section 4 the Corporation shall ($5,000,000), then the Company shall, x) within twenty (20) ten days of the receipt thereof, give written notice notify all other Holders of such request to all Holdersin writing and (y) thereupon will, and subject to the limitations of this Section 1.2as expeditiously as possible, use its best efforts to effect, as soon as practicable, the registration cause to be registered under the Securities Act of all Registrable Securities that the Initiating Holders request to and such other Holders have, within ten days after the Corporation has given such notice, requested be registered in a written request received accordance with the manner of disposition specified in such notice by the Company within twenty (20) days Initiating Holders; provided, however, that, notwithstanding anything to the -------- ------- contrary contained herein, the Corporation shall not be required to have any such registration statement be declared effective by the SEC prior to the six month anniversary of the mailing of the Company’s notice pursuant to this Section 1.2(i)Closing Date.
(iib) If the Initiating Holders intend to distribute have the Registrable Securities covered by their request distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company Corporation shall include such information in the written notice referred to in clause (x) of Section 1.2(i)4(a) above. In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinbelow. All Holders proposing to distribute their securities Registrable Securities through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters and shall be approved by the Corporation, which approval shall not be unreasonably withheld. No Holder shall be required to make any representations or warranties to or agreements with the Corporation or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Securities of such Holder and such Holder's intended method of distribution and any other representations required by law or reasonably acceptable required by the underwriter. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to a majority in interest of withdraw all its Registrable Securities by written notice to the Corporation, the managing underwriter and the Initiating Holders.
(iii) If the underwriter advises the Company that marketing factors require a limitation of the number of . The securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting also shall be withdrawn from the registration.
(ivc) The Company Notwithstanding any provision of this Agreement to the contrary, the Corporation shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) 4 during the period starting with the date sixty (60) days prior to of filing by the Company’s good faith estimate of the date of the filing Corporation of, and ending on a date one hundred eighty (180) 180 days following the effective date of, or, if earlier, upon completion (i) any registration statement requested under Section 4(a) or Section 6 or (ii) a registration statement pertaining to a public offering of securities for the account of the distribution contemplated byCorporation or on behalf of the selling stockholders under any other registration rights agreement, a Company-initiated registration subject in each case which the Holders have been entitled to join pursuant to Section 1.3 below, 5; provided that (x) the Company is Corporation -------- shall actively employing employ in good faith all reasonable efforts to cause any such registration statement referred to in clause (i) or (ii) above to become effective; oreffective as soon as possible and (y) with respect to any such registration statement involving an underwritten offering, the 180 day period referred to above may be reduced or waived in the discretion of the managing underwriter for such offering. In addition, if the Corporation is not a registrant entitled to use Form S-3 or any successor thereto in connection with a requested registration, the Corporation shall not be required to effect a registration pursuant to this Section 4 unless the Holders requesting registration are requesting registration of at least the lesser of 5% of the outstanding Common Stock of the Corporation or their entire holding of Common Stock.
(d) if A registration requested pursuant to this Section 4 shall not be deemed to have been effected pursuant this Section 4 for purposes of Section 9 unless (i) it has been declared effective by the Initiating Holders propose to dispose SEC, (ii) it has remained effective for the period set forth in Section 7(a), and (iii) the offering of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; orsuch registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other requirement of the SEC prompted by any act or omission of Holders of Registrable Securities).
(e) Subject to the following sentence, if the Company shall furnish to Holders requesting a requested registration statement pursuant to this Section 1.24 involves an underwritten offering and the managing underwriter advises the Corporation in writing that, a certificate signed by in its opinion, the Chairman number of securities requested to be included in such registration (including securities of the Board stating Corporation which are not Registrable Securities) exceeds the number that can be sold in such offering at a price reasonably related to the then current market value of such securities, the Corporation will include in such registration only the Registrable Securities requested to be included in such registration. In the event that the number of Registrable Securities requested to be included in such registration exceeds the number which, in the good faith judgment opinion of such managing underwriter, may be sold at a price reasonably related to the then current market value of such securities, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares hereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, may be sold at a price reasonably related to the then current market value of such securities, the Corporation may include in such registration the securities the Corporation proposes to sell up to the number of securities that, in the opinion of the managing underwriter, may be sold at a price reasonably related to the then current market value of such securities. The Corporation will not include in any requested registration pursuant to this Section 4 any securities which are not Registrable Securities (other than securities of the Corporation) without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration.
(f) If the Board of Directors of the CompanyCorporation, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued due to a valid need not to disclose confidential information or because it would be seriously detrimental materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Corporation (collectively, a "Valid Business Reason"), the --------------------- Corporation may postpone filing a registration statement relating to a request for registration under this Section 4 until such Valid Business Reason no longer exists, but in no event for more than three months from the Company and its shareholders for date of the notice referred to below, and, in case any such registration statement has been filed the Corporation may, with respect to a registration effected pursuant to this Section 4, cause such registration statement to be withdrawn and its effectiveness terminated or may, with respect to a registration effected at pursuant to this Section 4 or Section 6, postpone amending or supplementing such timeregistration statement; and the Corporation shall give written notice (a "Delay ----- Notice") of its determination to postpone or withdraw a registration statement ------ and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in which event each case, promptly after the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of occurrence thereof. Upon the request of any holder of Registrable Securities included or to be included in any such registration statement, the Initiating HoldersCorporation will disclose to such holder the nature of such Valid Business Reason in reasonable detail; provided, provided that such right holder executes a confidentiality agreement reasonably -------- satisfactory to delay the Corporation; provided, further, that any such -------- ------- confidentiality agreement shall terminate upon the public disclosure of such Valid Business Reason. Notwithstanding the foregoing provisions of this subparagraph (f), no registration statement filed and subsequently withdrawn by reason of any existing or anticipated Valid Business Reason as hereinabove provided shall count as one of the four registration statements effected pursuant to this Section 4 or Section 6 for purposes of Section 9 and the Corporation shall be entitled to serve only one Delay Notice (i) within any period of 270 consecutive days, if such Delay Notice relates to a request shall be exercised by the Company not more than once in under Section 4(a) (or 180 consecutive days, if such Delay Notice relates to a request under Section 6) or (ii) with respect to any twelve (12)-month periodtwo consecutive registrations requested pursuant to this Section 4 or Section 6.
Appears in 2 contracts
Sources: Agreement and Plan of Conversion (Borden Chemicals & Plastics Limited Partnership /De/), Agreement and Plan of Conversion (Borden Chemicals & Plastics Limited Partnership /De/)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering at any time a written request from the Holders Rights Holder of at least 35% ten percent (10%) of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration with an anticipated aggregate offering price (before deduction of Registrable Securities that requests the registration underwriting discounts, commissions and expenses) of shares in a minimum amount of five million United States dollars ($5,000,000), at least US$5,000,000 then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request requests to all Holdersthe Rights Holder and shall, and subject to the limitations of this Section 1.22.1(b), use its best efforts to effect, file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act of covering all Registrable Securities that which the Holders request Rights Holder requests to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i).;
(iib) If the Rights Holder initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their his request by means of an underwriting, they he shall so advise the Company as a part of their his request made pursuant to this Section 1.2 2.1 and the Company shall include such information in the written notice referred to in Section 1.2(i2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event event, the right of any the Rights Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holderholder) to the extent provided herein. All Holders The Rights Holder proposing to distribute their his securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority in interest of the Initiating Holders.
(iii) If voting power of all Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated to among the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (participating Rights Holder thereof, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities owned by the participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If the Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting underwritten offering shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) . To facilitate the allocation of shares in any particular jurisdiction in which accordance with the above provisions, the Company would be required or the underwriters may round the number of shares allocated to execute a general consent the Rights Holder to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
nearest one hundred (b100) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; orshares.
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders Rights Holder requesting a registration statement pursuant to this Section 1.22.1, a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve 12-month period; provided further that during such one hundred twenty (12)-month 120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1:
(i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective;
(ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective;
(iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or
(iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.
Appears in 2 contracts
Sources: Registration Rights Agreement (JMU LTD), Registration Rights Agreement (Xu Haohan)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days three (3) years after the date of this Agreement or (ii) six months after the effective date of the Initial Offering Offering, a written request (the “Initial Request”) from the Holders of at least 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000), then the Company shall, within twenty (20) days of the receipt thereofof the Initial Request, give written notice of such request the Initial Request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, file as soon as practicable, the and in any event within 90 days, a registration statement under the Act of all covering the Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of after the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a), and to use best efforts to cause such registration statement to become effective within one hundred twenty days of the Initial Request.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to among the participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b2) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective, provided, that either (i) the distributions described in such registration statements have been completed or (ii) the registration statements continue to remain in effect and there are no “stop orders” in effect with respect to such registration statements; or
(c3) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 belowhereof, provided the Company delivers notice to the Holders within thirty days of any request for registration under this Section 1.2, and ending on a date ninety days after such registration or in the case of the Initial Offering ending on a date one hundred eighty days after the effective date of such Initial Offering, provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective; or
(d4) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e5) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) one hundred twenty days after receipt of the request of the Initiating HoldersInitial Request, provided that such right to delay a any request of the Holders under this Section 1 shall be exercised by the Company not more than once in any twelve (12)-month twelve-month period.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Control4 Corp), Investors’ Rights Agreement (Control4 Corp)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 days years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% fifty percent (50%) or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Rubrik, Inc.), Investors’ Rights Agreement (Rubrik, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days the fifth anniversary of the Effective Date of this Agreement, or (ii) six months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering Securities Act, provided that the registration anticipated aggregate offering price, net of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars (selling expenses, would exceed $5,000,000)10,000,000, then the Company shall, within twenty (20) 20 days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use its best efforts to effect, file as soon as practicable, and in any event within 30 days of the receipt of such request, a registration statement under the Securities Act of covering all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i)registered.
(iib) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registrationunderwriting.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman Chief Executive Officer or President of the Board Company stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board of Directors”), it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90 day period (12)-month periodother than a Qualified IPO, a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered).
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected 2 registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective;
(ii) During the period commencing on the effective date of the registration statement for the initial public offering of the Company’s securities and ending on a date 180 days after the effective date of such registration; or
(iii) If the Company delivers notice to the Holders within 20 days of the Company’s receipt of the Initiating Holders’ registration request declaring the Company’s intention to file within 60 days a registration statement for the Company’s initial public offering, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Expensify, Inc.), Investors’ Rights Agreement (Expensify, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time after the five earlier of (5i) the fourth (4th) anniversary of the date hereof or (ii) one (1) year period commencing 90 days after the effective date of the Initial Offering IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction that does not cause any securities of the Company similar to the Registrable Securities to be listed on a securities exchange), a written request from the Holders of at least 3530% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities that requests the registration then outstanding (or such lesser number of shares in a minimum amount of five million United States dollars (Registrable Securities, with an anticipated aggregate offering price of which, net of underwriting discounts and commissions, would exceed $5,000,000), ) then the Company shall, :
(b) within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, ; and
(c) use its best efforts to effect, effect as soon as practicable, the registration under the Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company (within twenty (20) days of the mailing of such notice by the Company’s notice pursuant Company in accordance hereof) to this Section 1.2(ibe registered, subject to the limitations of subsection 1.2(d).
(iid) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company or the Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registrationunderwriting.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month 12) month period.
(f) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective provided that either (A) the conditions of Section 1.4(a) have been satisfied or (B) the registration statements continue to remain effective and there are no stop orders in effect with respect to such registration statements;
(ii) During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of a registration subject to Section 1.3 hereof (unless such registration is the Company’s initial public offering of its securities, in which event ending on a date 180 days after such effective date); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.11 below.
Appears in 2 contracts
Sources: License Agreement (Orexigen Therapeutics, Inc.), License Agreement (Orexigen Therapeutics, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 days years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Public Offering, a written request from the Holders of at least 35% one-third (1/3) or more of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no Registrable Securities shall be excluded unless and until all other securities of the Company have been excluded; and provided further that at least 25% of the Registrable Securities requested to be included in such underwriting are in fact so included. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The In addition, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bi) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or;
(cii) If the Company has effected a registration pursuant to this Section 1.2 within the preceding twelve (12) months, and such registration has been declared or ordered effective;
(iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or;
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof1.4; or
(ev) if in any particular jurisdiction in which the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and its shareholders for such registration statement to except as may be effected at such time, in which event required under the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month periodAct.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (CloudMinds Inc.), Investors’ Rights Agreement (Cloudminds Inc.)
Request for Registration. (i) 2.1 Subject to the conditions of this Section 1.22, if the Company shall receive within the five (5) year period commencing 90 days at any time after the effective date of the Initial Offering first anniversary, a written request from the Holders any Holder of at least 35% a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities provided that requests the registration of shares in a minimum amount of five million United States dollars (anticipated aggregate offering price would exceed $5,000,000)20,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22, use best commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i)2.1.
(ii) 2.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2 and the Company shall include such information in the written notice referred to in this Section 1.2(i)2.1. In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest the Company). Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no Registrable Securities shall be excluded unless and until all other securities of the Company have been excluded; and provided further that at least 33% of the Registrable Securities requested to be included in such underwriting are in fact so included. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The 2.3 In addition, the Company shall not be required to effect a registration pursuant to this Section 1.2:2: sa-60810
(a) after the Company has effected two (2) registration pursuant to this Section 2, and such registrations have been declared or ordered effective;
(b) during the period starting with the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(c) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 4;
(d) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period and provided further, that the Company shall not register any other of its shares during such twelve (12)-month period; or
(e) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.
Appears in 2 contracts
Sources: Registration Rights Agreement (KeyOn Communications Holdings Inc.), Registration Rights Agreement (KeyOn Communications Holdings Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time subsequent to the five earlier of: (5i) year period commencing 90 days after September 1, 2016 and (ii) six (6) months following the effective date Company’s first firm commitment underwritten public offering of the Initial Offering its shares of Common Stock, a written request from the Holders of at least 35% not less than thirty percent (30%) of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) outstanding, that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests having an aggregate offering price to the registration public of shares in a minimum amount of five million United States dollars at least Ten Million Dollars ($5,000,00010,000,000), then the Company shall, :
(i) within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, ; and
(ii) use best its commercially reasonable efforts to effect, effect as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by registered, subject to the Company within twenty (20) days limitations of the mailing of the Company’s notice pursuant to this Section 1.2(isubsection 1.2(b).
(iib) If the Holders initiating the registration request hereunder (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a)(i). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the Holders amount of such Registrable Securities on of the Company owned by each Holder; provided, however, that no Registrable Securities of a pro rata basis based on Founder or Common Stock of ▇▇▇ shall be included if any Registrable Securities of an Investor are excluded, and provided further that the number of shares of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from to be included in such underwriting shall not be withdrawn reduced unless all securities other than Registrable Securities are first entirely excluded from the registrationunderwriting.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than to exceed ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve twelve-month period and provided further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (12)-month period90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective;
(ii) During the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and the Company delivers notice of such intent to the Initiating Holders within thirty (30) days of the registration request; or
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (SolarEdge Technologies Inc), Investors’ Rights Agreement (SolarEdge Technologies Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days June 22, 2003, or (ii) six (6) months after the effective date of the Initial Offering first registration statement for a public offering of securities of the Company (other than a registration statement on Form ▇-▇, ▇-▇ or any successor thereto), a written request from the Holders of at least 35% thirty-three percent (33%) of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty fifteen (2015) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use its best efforts to effect, effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty ten (2010) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(i)5.3.
(iib) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registrationunderwriting.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month twelve-month period.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective;
(ii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(iii) If the anticipated aggregate offering price to the public would not be in excess of $5,000,000; or
(iv) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Drugstore Com Inc), Investors' Rights Agreement (Drugstore Com Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days three (3) years after the date of this Agreement or
(ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% fifty percent (50%) or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.to
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Marketo, Inc.), Investors’ Rights Agreement (Marketo, Inc.)
Request for Registration. (i) 2.1 Subject to the conditions of this Section 1.22, if the Company shall receive within the five at any time that is six (56) year period commencing 90 days months after the effective date of the Initial Offering a written request from the Holders of holding at least 3550% of the Preferred Registrable Securities in each case, then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i)2.1.
(ii) 2.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2 and the Company shall include such information in the written notice referred to in Section 1.2(i)2.1. In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting underwritten public offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten public offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest the Company). Notwithstanding any other provision of the Initiating Holders.
(iii) If this Section 2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may Company shall include in such registration, (i) first, the Registrable Securities requested to be included in therein by the underwriting shall Holders requesting such registration (the securities so included to be allocated to between the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), (ii) second, shares which the Company may wish to register for its own account, and (iii) third, other securities requested and entitled to be included in such registration provided, however, that in any event all Registrable Securities must be included in such registration prior to any other securities of the Company. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least twenty (20) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting underwritten public offering shall be withdrawn from the registration.
(iv) 2.3 The Company shall not be required to effect a registration pursuant to this Section 1.22:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; it being understood that if the Company has registered its securities in a certain state in the United States in which a registration is required by the Holders pursuant to this Section 2– it will not be able to excuse itself from the demand request based on this exclusion; or
(b) after the Company has effected two three (23) registrations pursuant to this Section 1.22, and such registrations have been declared or ordered effective; or
(c) during if the period starting Initiating Holders, together with the date sixty holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (60if any) days prior at an aggregate price to the Company’s good faith estimate public (net of the date any underwriters’ discounts or commissions) of the filing of, and ending on less than $5,000,000; or
(d) within a date period of one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; orprevious registration.
(e) if If the Company shall furnish to Holders requesting a all the holders of Registrable Securities who joined in the request for registration statement pursuant to this Section 1.2, 2.1 above a certificate signed by the Chief Executive Officer of the Company or Chairman of the Board stating that of Directors according to which in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such any registration statement to be effected at such timeas requested under Section 2.1, in which event then the Company shall have the right to defer the filing of a registration statement under the Securities Act with respect to such filing requested offering for a period of not more than ninety (90) days after receipt from delivery of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month twelve-month period.
2.4 For purposes of Section 2, the Initiating Holders shall be entitled to determine that a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.2, fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included, provided that during the term of this Agreement, the Initiating Holders shall only be entitled to make a determination under this Section 2.4 two (2) times.
Appears in 2 contracts
Sources: Registration Rights Agreement (Macrocure Ltd.), Registration Rights Agreement (Macrocure Ltd.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within the five at any time beginning six (56) year period commencing 90 days months after the effective date of the Initial Offering first underwritten public offering by the Company pursuant to a registration statement filed with the SEC under the Act, a written request from the Holders (for purposes of at least 35% of the Preferred Registrable Securities then outstanding (this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of at least five million United States dollars ($5,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated (i) first, to Requesting Holders of Registrable Securities who hold (or held) Series C Preferred Stock or the Notes, as the case may be, and which made the request for registration under this Section 1.2, pro rata according to the number of shares of Series C Preferred Stock or Common Stock issued or issuable upon conversion of the Notes held by each such Holder; (ii) second, to Holders of such Registrable Securities on a who hold (or held) shares of the series of Series C Preferred Stock or Common Stock issued or issuable upon conversion of the Notes which did not make the request for registration under this Section 1.2, pro rata basis according to the number of shares of such equity securities held by such Holder; (iii) third, to the remaining Holders of Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders Holders; and (including iv) fourth, to the Initiating Holders)Company. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or;
(bii) after the Company has effected pursuant to this Section 1.2 (A) two (2) registrations pursuant to this Section 1.2requested by the Holders of the Series C Preferred Stock or the Common Stock issued upon the conversion thereof, and (B) two (2) registrations requested by GE Capital Equity Investments, Inc. (“GE”), and such registrations have been declared or ordered effective; or;
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-Company initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or;
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish furnishes to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period12) month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Note Purchase Agreement (Orion Energy Systems, Inc.), Investors’ Rights Agreement (Orion Energy Systems, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 January 1, 2008, or (ii) 180 days after the effective date of the Initial Offering registration statement pertaining to an IPO, a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding outstanding, voting together as a single class on an as-converted to Common Stock basis (the “Initiating Holders”) ), that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)25,000,000, then the Company shall, within twenty (20) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 2.2(b), use best all commercially reasonable efforts to effect, as soon as practicable, the registration cause to be registered under the Securities Act all of all the Registrable Securities that the Holders request each such Holder has requested to be registered in a written request received by the Company within twenty (20) 20 days of after the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 2.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 2.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, Company (the “Board of Directors”) it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right or the similar right set forth in Section 2.4(b)(iii) more than once in any twelve 12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (12)-month periodother than in an IPO or an Excluded Registration).
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.2:
(i) After the Company has effected two (2) registrations pursuant to this Section 2.2 and such registrations have been declared or ordered effective, provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 2.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements;
(ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 2.3 hereof, unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 2.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Artes Medical Inc), Investors’ Rights Agreement (Artes Medical Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2If at any time, if the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering a written request from the Holders (the "INITIATING HOLDERS") of at least 35% a majority of the Preferred Registrable Securities then outstanding (held by the “Initiating Holders”) Investors that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all remaining Holders. Each of the remaining Holders may request, and subject by written notice delivered to the limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days after the date of the mailing delivery of the Company’s notice pursuant 's notice, that all or any portion of their Registrable Securities be included in the registration. Following the receipt of a request by the Initiating Holders, the Company shall use all commercially reasonable efforts to file, as soon as practicable and in any event within forty-five (45) days of the receipt of the request from the Initiating Holders, the registration under the Securities Act of all Registrable Securities which the Holders thereof have requested to be registered under this Section 1.2(iparagraph (a), and to use all commercially reasonable efforts to cause the registration statement to become effective as soon as practicable thereafter.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 paragraph (a) and the Company shall include such information in the written notice to the remaining Holders referred to in Section 1.2(iparagraph (a). In such event The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and execution of an underwriting agreement approved by the Initiating Holders and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with Notwithstanding the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)foregoing, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company (including to any material proposed or planned transaction involving the Company) and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; PROVIDED, provided HOWEVER, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve month period and the Company shall use its commercially reasonable efforts to effect the filing following the expiration of the deferral period. Once a registration statement is effective for at least thirty (12)-month period30) days, the Company may suspend use of the registration statement if it furnishes to the Holders covered by the registration statement a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, disclosure of material information to the public necessary to allow sales under the registration statement would be materially detrimental to the Company (including to any material proposed or planned transaction involving the Company) and its stockholders and that it is therefore essential that the use of the registration statement be suspended (a "Permitted Blackout"); PROVIDED, HOWEVER, that either (i) if two or more such Permitted Blackouts are imposed during any period of twelve (12) consecutive months or (ii) the aggregate duration of all Permitted Blackouts during any period of twelve (12) consecutive months exceeds thirty (30) business days, the Holders shall have the rights indicated in (c)(i) below.
(c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) If within the twelve (12) month prior to such registration, the Company has effected one (1) registration pursuant to this Section 1.2 and such registration has been declared or ordered effective; PROVIDED, HOWEVER, that any such registration shall not count as a registration if: (x) the Company has suspended use of a registration statement with respect to Permitted Blackouts in excess of the limits set forth in the proviso within the past 12 months or (y) the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered and at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change or pursuant to the recommendation of the managing underwriter; or (z) the Holders requesting registration do not register and sell all Registrable Securities they have requested to be registered in such registration for reasons other than their voluntary decision not to do so.
(ii) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that during such period the Company is actively employing in good faith its reasonable efforts to cause such registration statement to become effective; or
(iii) if the Initiating Holders propose to dispose of shares of Registrable Securities which at such time are eligible to be registered on Form S-3 pursuant to a request made pursuant to Section 1.4.
(d) With respect to any registration pursuant to this Section 1.2, the Company may include in such registration any Primary Shares and Other Shares; PROVIDED, HOWEVER, that if any managing underwriter for the public offering contemplated by such registration advises the Company in writing that, in such firm's good faith opinion, the inclusion of all Primary Shares and Other Shares proposed to be included in such registration would adversely affect the offering and sale (including pricing) of all such securities, then the number of Registrable Securities, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order:
(i) FIRST, the Registrable Securities held by Investors, pro rata based upon the number of Registrable Securities owned by each Investor at the time of such registration; and
(ii) SECOND, Primary Shares and any Other Shares.
Appears in 2 contracts
Sources: Registration Rights Agreement (Alternative Resources Corp), Registration Rights Agreement (Wynnchurch Capital Partners Lp)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days at any time after six months after the effective date of the Initial Offering Qualified IPO, a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount at least $2,000,000 (net of five million United States dollars ($5,000,000any underwriters' discounts or commissions), then the Company shall, within twenty (20) 20 days of the receipt thereofreceiving such request, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use best all commercially reasonable efforts to effect, as soon as practicable, the effect a registration statement under the Securities Act of covering all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by stockholders other than the Holders, secondly, shares which the Company shall so advise all Holders of may wish to register for its own account, and finally to the extent necessary Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated (pro rata to the Holders of such Registrable Securities on a pro rata basis based on the respective number of Registrable Securities held by all such Holders (including the Initiating Holderseach Holder). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) ; provided, however, that in any particular jurisdiction in which the Company would event all Registrable Shares must be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service included in such jurisdiction and except as may be required under registration prior to any other shares of the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; orCompany.
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (12)-month periodother than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered).
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective;
(ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective;
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or
(iv) In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (WhiteSmoke, Inc.), Investors’ Rights Agreement (WhiteSmoke, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days at any time after the effective second anniversary of the date of this Agreement and during the Initial Offering Term of this Agreement, at a time when the Shares are listed on a Permitted Exchange, a written request from the Holders of at least 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) Purchasers or their Transferees that the Company file a registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities that requests then outstanding (or a lesser percent if the registration anticipated aggregate offering price, net of shares in a minimum amount of five million United States dollars (underwriting discounts and commissions, would exceed $5,000,00010,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all HoldersPurchasers or their Transferees and shall, and subject to the limitations of this Section 1.2subsection 5.1(b), use its best efforts to effect, effect as soon as practicable, the registration under the Securities Act of all Registrable Securities that which the Holders Purchasers or their Transferees request to be registered in a written request received by the Company within twenty thirty (2030) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i).
(iib) If the Purchasers or their Transferees initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 5.1 and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 5.1(a). In such event event, the right of any Holder Purchaser or Transferee to include its Registrable Securities in such registration shall be conditioned upon such Holder’s Purchaser's or Transferee's participation in such underwriting and the inclusion of such Holder’s Purchaser's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such HolderPurchaser or Transferee) to the extent provided herein. All Holders Initiating Holders, Purchasers and Transferees proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 5.1(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 5.1, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Purchasers or Transferees holding Registrable Securities that which would otherwise be underwritten pursuant heretothereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated in proportion (as nearly as practicable) to the Holders amount of such Registrable Securities on a pro rata basis based on of the Company held by each Purchaser or Transferee; provided, however, that the number of shares of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registrationunderwriting.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Initiating Holders requesting a registration statement pursuant to this Section 1.2, 5.1 a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month 12) month period.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 5.1:
(i) after the Company has effected in the aggregate two (2) registrations pursuant to this Section 5.1 and Section 5.3 and such registrations have been declared or ordered effective;
(ii) during the period starting with the date ninety (90) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 5.2 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 5.3 below.
Appears in 2 contracts
Sources: Shareholders' Agreement (Perry Carl D), Shareholders' Agreement (Us Electricar Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five at any time after one hundred eighty (5180) year period commencing 90 days after the effective date of the Initial Offering first registration statement for a public offering of securities of the Company (other than Special Registration Statements), a written request from the Holders of at least 35% forty percent (40%) of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests Securities, the registration anticipated aggregate offering price, net of shares in a minimum amount underwriting discounts and commissions, of five million United States dollars (which would exceed $5,000,000)7,500,000, then the Company shall, :
(i) within twenty ten (2010) days of after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, ; and
(ii) effect as soon as practicable, and in any event within sixty (60) days after the receipt of such request, the registration under the Act of all Registrable Securities that which the Holders request to be registered in a written request received registered, subject to the limitations of subsection 1.2(b), within thirty (30) days after the mailing of such notice by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this in accordance with Section 1.2(i)3.6.
(iib) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 1.2(a). The underwriter will be selected by the Company. In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and Holders, such Holder, and the Company) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.2, if the underwriter advises the Company Initiating Holders that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders). Any , in proportion (as nearly as practicable) to the amount of Registrable Securities excluded or withdrawn from of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registrationunderwriting.
(iv) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during Notwithstanding the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing offoregoing, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President or Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month twelve-month period.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective;
(ii) During the period starting with the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Airgain Inc), Investors’ Rights Agreement (Airgain Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.21.2, if the Company shall receive within at any time following the five earlier of (i)five (5) year period commencing 90 days years after the effective date of this Agreement or (ii) six (6) months following the Initial Offering Offering, a written request from the Holders of at least 35% holders of the Preferred Shares holding more thanfifty percent (50%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders (other than the Initiating Holders), and subject to the limitations of this Section 1.21.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(ii) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means . Notwithstanding any other provision of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Ordinary Shares issued or issuable upon conversion of Preferred Shares held by all such Holders, provided, however, that in any event the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from holders of Series B-1 Preferred Sharesto be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registrationunderwriting.
(ivb) The Company shall not be required to effect a registration pursuant to this Section 1.21.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bi) after the Company has effected two (2) registrations pursuant to this Section 1.21.2, and such registrations have been declared or ordered effective; or
(cii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below1.3below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(diii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof1.4hereof; or
(eiv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.21.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period; or
(v) if the anticipated aggregate offering price (net of any underwriters’ discounts or commissions) is less than $4,000,000.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (PolyPid Ltd.)
Request for Registration. If at any time after the earlier to occur of (i) Subject to the conditions third anniversary of this Section 1.2, if the Company shall receive within date of the five Prior Agreement and (5ii) year period commencing 90 the date 180 days after the effective date closing of the Initial Offering first public offering of the Corporation’s securities, the Corporation shall receive a written request from the Holders of at least 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”specifying that it is being made pursuant to this Section 2) that the Company Corporation file a registration statement under the Act covering Securities Act, or a similar document pursuant to any other statute then in effect corresponding to the registration Securities Act, such request received from one or more Holders that hold, in the aggregate, more than 50% of the then outstanding shares of Registrable Securities that requests Shares, requesting a registration with a reasonably anticipated aggregate price to the registration public of shares in a minimum amount of five million United States dollars (at least $5,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice Corporation shall promptly notify all other Holders of such request to all Holders, and subject to the limitations of this Section 1.2, shall use its best efforts to effect, as soon as practicable, the registration under the Act of cause all Registrable Securities Shares that the Holders request have requested be registered to be registered in a written request received under the Securities Act on Form S-1 or any other available form the use of which is approved by the Company within twenty (20) days Holders of a majority of the mailing of the Company’s notice pursuant Registrable Shares that are to this Section 1.2(i).
(ii) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in such registration. Notwithstanding the underwriting shall be allocated to foregoing, (A) the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company Corporation shall not be required obligated to effect a registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) 2 during the period starting with the date sixty ninety (6090) days prior to the CompanyCorporation’s good faith estimate of the estimated date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion a registration statement pertaining to an underwritten public offering of securities for the account of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 belowCorporation, provided that the Company Corporation notifies the initiating Holders in writing of such registration and underwriting within thirty (30) days following their request and is actively employing in good faith all reasonable its best efforts to cause such registration statement to become effectiveeffective and that the Corporation’s estimate of the date of filing such registration statement is made in good faith; or
(dB) if the Initiating Corporation shall not be obligated to effect more than two registrations at the request of the Holders propose to dispose of Registrable Securities that may be registered on Form S-3 Preferred Stock pursuant to this Section 1.4 hereof; or
(e) if 2, provided, that a registration will not be counted as “effected” for purposes of this Section 2 until such time as the Company shall furnish applicable registration statement has been declared effective by the SEC, unless the Holders initiating such registration withdraw their request for such registration, elect not to Holders requesting a pay the registration expenses therefor, and forfeit their right to one registration statement pursuant to this Section 1.22, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then such withdrawn registration statement shall not be counted as “effected” for purposes of this Section 2; and (C) if the Corporation shall furnish to the Holders a certificate signed by the Chairman President of the Board Corporation stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and Corporation or its shareholders stockholders for such a registration statement to be effected at such timefiled in the near future, in which event then the Company Corporation’s obligation to use its best efforts to file a registration statement shall have the right to defer such filing be deferred for a period of not more than to exceed ninety (90) days after receipt of days; provided, however, that the request of the Initiating Holders, provided that such right Corporation shall not be permitted to delay a request shall be exercised by the Company not so defer its obligation more than once in any twelve (12)-month 12) month period.
Appears in 2 contracts
Sources: Registration Rights Agreement (Genocea Biosciences, Inc.), Registration Rights Agreement (Genocea Biosciences, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days three (3) years after the date of this Agreement, or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% twenty percent (20%) or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars at least $20,000,000 ($5,000,000prior to underwriting discounts and commissions), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities held by all Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. For any selling Holder that is an investment fund, partnership, limited partnership, limited liability company or corporation, the affiliated investment funds, partners, limited partners, members, retired partners, retired members and stockholders of such Holder, or the estates and family members of any such partners, members, retired partners, retired members, stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holders” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Sumo Logic, Inc.), Investors’ Rights Agreement (Sumo Logic, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.22.1, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use best its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i2.1(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(i2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities then held by all Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.22.1:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 2.2 below, provided that the Company is actively employing in good faith all its commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 2.3 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected or remain effective at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month 12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than an Excluded Registration).
(d) For purposes of Subsection 2.1(c)(ii), a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Evommune, Inc.), Investors’ Rights Agreement (Evommune, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if the Company shall receive within the five at any time six (56) year period commencing 90 days months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% fifty percent (50%) or more of the Preferred Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)7,500,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(i1.2(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(i1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated only to the Holders of such Registrable Securities Securities, on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.2:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two three (23) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.one hundred
Appears in 2 contracts
Sources: Investors' Rights Agreement (Lets Talk Cellular & Wireless Inc), Common Stock Purchase Agreement (Lets Talk Cellular & Wireless Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time after the earlier of (i) five (5) year period commencing 90 years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the Initial Offering first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Holders of at least 35% forty percent (40%) of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities that requests the registration representing either an anticipated aggregate public offering price (before any underwriting discounts and commissions) of shares in a minimum amount of not less than five million United States dollars ($5,000,000)) or at least twenty percent (20%) of all Registrable Securities then outstanding, then the Company shall, :
(i) within twenty (20) days of the receipt thereof, give written notice of such request to all Holders;
(ii) as soon as reasonably practicable, and in any event within sixty (60) days of the receipt of such request, file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered, subject to the limitations of this Section 1.2subsection 2.1(b), use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant Company in accordance with Section 6.5; and
(iii) use its reasonable best efforts to this Section 1.2(i)cause such registration statement to be declared effective by the SEC as soon as reasonably practicable but in no event later than ninety (90) days after such request.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 2.1(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 2.1(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 2.1, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all such Holders (including other securities are first entirely excluded from the Initiating Holders)underwriting. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. To facilitate the registrationallocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.
(ivc) The Company shall not be required obligated to effect a registration effect, or to take any action to effect, any registration
(i) pursuant to this Section 1.22.1:
(aA) in If the Company receives the request for registration six (6) months or less before the expected date of filing of the registration statement for the Company’s IPO;
(B) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or;
(bC) after After the Company has effected two (2) registrations pursuant to this Section 1.2, 2.1 and such registrations have been declared or ordered effective; or;
(cD) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 hereof2.11 below; or
(eE) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act; or
(ii) pursuant to any other provision of this Agreement:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or
(B) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act.
(d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its shareholders for such registration statement to be effected at filed and become effective or to remain effective as long as such timeregistration statement would otherwise be required to remain effective because such action would be materially detrimental to the Company and its shareholders, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve twelve-month period. A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (12)-month periodunless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than all of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (ADESTO TECHNOLOGIES Corp), Investors’ Rights Agreement (ADESTO TECHNOLOGIES Corp)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 4 years after the date of this Agreement or (ii) 180 days after the effective date of the Initial Offering first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Holders of at least 3550% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)then outstanding, then the Company shall, :
(i) within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders;
(ii) as soon as practicable, and in any event within 60 days of the receipt of such request, file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered, subject to the limitations of this Section 1.2subsection 2.1(b), use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant Company in accordance with Section 6.5; and
(iii) use its best efforts to this Section 1.2(i)cause such registration statement to be declared effective by the SEC as soon as practicable but in no event later than 90 days after such request.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 subsection 2.1(a) and the Company shall include such information in the written notice referred to in Section 1.2(isubsection 2.1(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 2.1, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities held by all such the Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from to be included in such underwriting shall not be withdrawn reduced unless all other securities are first entirely excluded from the registrationunderwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.
(ivc) The Company shall not be required obligated to effect a registration effect, or to take any action to effect, any registration
(i) pursuant to this Section 1.22.1:
(a1) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or;
(b2) after After the Company has effected two (2) registrations pursuant to this Section 1.2, 2.1 and such registrations have been declared or ordered effective; or;
(c3) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 hereof2.11 below; or
(e4) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144 within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act, or
(ii) pursuant to any other provision of this Agreement:
(1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or
(2) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144 within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act.
(d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the Chairman Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to become effective or to remain effective as long as such registration statement would otherwise be effected at required to remain effective because such timeaction (x) would materially interfere with a significant acquisition, in which event corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve twelve-month period and provided further that the Company shall not register any securities for the account of itself or any other person during such ninety (12)-month period90) day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Olo Inc.), Investors’ Rights Agreement (Olo Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.22.1, if the Company shall receive within the five at any time after six (56) year period commencing 90 days months after the effective date of the Initial Offering or a Direct Listing, a written request from the Holders of at least 35% a majority of the Preferred Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration with an anticipated aggregate offering price of shares in a minimum amount of five million United States dollars (at least $5,000,000)20,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use best its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i2.1(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2.1, and the Company shall include such information in the written notice referred to in Section 1.2(i2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority in interest of the Registrable Securities then held by all Initiating Holders.
(iii) If ). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.
(ivc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.22.1:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.22.1, and such registrations have been declared or ordered effective; or
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 2.2 below, provided that the Company is actively employing in good faith all its commercially reasonable efforts to cause such registration statement to become effective; or
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 2.3 hereof; or
(ev) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected or remain effective at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month 12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than an Excluded Registration).
(d) For purposes of Subsection 2.1(c)(ii), a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.1(b), fewer than twenty-five percent (25%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (BillionToOne, Inc.), Investors’ Rights Agreement (BillionToOne, Inc.)
Request for Registration. (ia) Subject to the conditions of this Section 1.21.3, if the Company shall receive within at any time after the five earlier of (5i) year period commencing 90 days February 16, 2014, or (ii) six (6) months after the effective date of the Initial Offering Offering, a written request from the Holders of at least 35% fifty percent (50%) or more of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.3, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Securities, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.21.3, use its best efforts to effectfile, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, a registration statement under the Act of covering all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i1.3(a).
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 1.3 and the Company shall include such information in the written notice referred to in Section 1.2(i1.3(a). In such event event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority two-thirds in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest underwriting. Notwithstanding any other provision of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iii) If this Section 1.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated as follows: first, to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders)) and second, to the other securities to be included in such registration. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(ivc) The Company shall not be required to effect a registration pursuant to this Section 1.21.3:
(ai) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or;
(bii) after the Company has effected two (2) registrations pursuant to this Section 1.21.3, and such registrations have been declared or ordered effective; or;
(ciii) during the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 1.4 hereof, unless such offering is the Initial Offering, in which case, ending on a date one hundred eighty (180) days following after the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated such registration subject to Section 1.3 below1.4, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; oreffective and provided, in the case of a public offering other than the Initial Offering, that the Initiating Holders were permitted to register such shares as requested to be registered pursuant to Section 1.4 hereof without reduction by the underwriter thereof;
(div) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 1.4 1.5 hereof; or
(ev) if the Company shall furnish to Holders within thirty (30) days after requesting a registration statement pursuant to this Section 1.21.3, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month 12) month period.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Inogen Inc), Investors’ Rights Agreement (Inogen Inc)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering a written request from the Holders of at least 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Investor Request after September 27, 2003, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 1.22(c) below, file (as expeditiously as practicable, and in any event within sixty (60) days after the receipt of such request) and use its best efforts to effect, as soon as practicable, the have declared effective a registration statement under the Securities Act of on any applicable form as the Initiating Holders may reasonably request (which may include a "shelf" registration statement for use in connection with a delayed or continuous offering under Rule 415 promulgated under the Securities Act, provided that the Company, at its option, may use a Form S-3 or F-3 for such purpose so long as it is eligible to use such a form) with respect to all Registrable Securities that which the Holders request to be registered in a written request received by the giving of notice to the Company within twenty thirty (2030) days of after the mailing of the Company’s 's notice pursuant referred to this above, each such notice to be given in accordance with Section 1.2(i)18 below.
(iib) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 2 and the Company shall include such information in the written notice referred to in Section 1.2(i2(a). In such the event of an underwritten offering, the right of any Holder to include its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters Holders; PROVIDED, HOWEVER, that no Holder shall be reasonably acceptable required to a majority in interest make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the Initiating Holders.
underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder (iiiwhether by indemnification, contribution or otherwise) If shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company Initiating Holders that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities)shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to as follows: (i) first, among the Holders of such Registrable Securities on a pro rata basis based on that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the number amount of Registrable Securities held requested by all such Holders to be included in such offering in accordance with Section 2(a) until such Holders have included in the underwriting all shares requested by such Holders to be included, (including ii) second, among any other holders of Common Shares who have exercised any piggyback registration rights with respect to such registration that are superior to the Initiating Holders). Any Registrable Securities excluded or withdrawn from piggyback registration rights set forth in this Agreement, and (iii) thereafter among any other holders of Common Shares who have exercised their piggyback registration rights, if permitted hereunder, with respect to such underwriting shall be withdrawn from the registration.
(ivc) The Company shall be obligated to effect only four (4) registrations pursuant to an Investor Request under this Section 2; PROVIDED, HOWEVER, that the Company shall not be obligated to effect more than one (1) registration pursuant to this Section 2 in any six (6) month period. The Company shall be obligated to cause any registration required to be effected pursuant to this Section 2(c) to become and remain effective throughout the proposed plan of distribution or for a period of six months, whichever is shorter. The Company shall not be required to effect a pay for any expenses of any registration proceeding begun pursuant to this Section 1.2:
2 if the registration request is subsequently withdrawn at the request of a majority in interest of the Initiating Holders (a) in any particular jurisdiction in which case all Initiating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were requested to be registered in the withdrawn registration by the Initiating Holders); PROVIDED, HOWEVER, that if at the time of such withdrawal, the Initiating Holders have learned of a material adverse change in the condition, business, or prospects of the Company would different from that known to the Initiating Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Company shall pay all such expenses, the Initiating Holders shall not be required to execute a general consent to service pay any of process in effecting such registrationexpenses, unless and the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations Initiating Holders shall retain their rights pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or2.
(d) if Notwithstanding the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman President or Chief Executive Officer of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety up to sixty (9060) days after receipt of the request of the Initiating Holders; PROVIDED, provided HOWEVER, that such right to delay a request shall be exercised by the Company may not utilize this right for more than once an aggregate of one hundred twenty (120) days in any twelve (12)-month 12) month period; PROVIDED, FURTHER, that if at the time of any Investor Request for a registration pursuant to this Section 2, the Company has fixed plans (following a resolution of the Board of Directors of the Company so authorizing) to file within sixty (60) days after such request a registration statement covering the sale of any of its securities in a public offering under the Securities Act, no registration shall be required to be initiated pursuant to this Section 2 until one hundred twenty (120) days after the effective date of such Company registration unless the Company is no longer proceeding diligently to effect such registration and so long as the Company shall provide the Holders with the right to participate in such public offering pursuant to, and subject to, Section 3.
(e) Upon the request of a majority of the Initiating Holders for the termination of a registration, the Company shall terminate such registration and such registration shall not be considered one of the four (4) registrations required under Section 2(c); provided, that the Initiating Holders pay the expenses of such registration in accordance with Section 2(c) unless excused from doing so under the proviso set forth in Section 2(c).
Appears in 1 contract
Sources: Registration Rights Agreement (Capital Environmental Resource Inc)
Request for Registration. (ia) Subject to If at any time the conditions of this Section 1.2Registration Statement (as defined in the Purchase Agreement) is not effective, if the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering a written request from the Holders of at least 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) Holder that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000)Act, then the Company shall, subject to the limitations of Section 2(b) below, file (as expeditiously as practicable, and in any event within twenty sixty (2060) days of the receipt thereof, give written notice of such request to all Holders, request) and subject to the limitations of this Section 1.2, use its best efforts to effect, have declared effective as soon thereafter as is practicable, the a registration statement under the Securities Act of with respect to all Registrable Securities that which the Holders request Holder requests to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(i)registered.
(iib) If Subject to Section 2(d) below, if the Initiating Holders intend Holder intends to distribute the Registrable Securities covered by their its request pursuant to Section 2(a) hereof by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to this Section 1.2 and 2. The Holder shall select the managing underwriter or underwriters in such underwriting, such underwriter(s) to be reasonably acceptable to the Company. The Holder shall (together with the Company shall include such information in the written notice referred to as provided in Section 1.2(i4(f). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest the Holder; provided, however, that the Holder (or any of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders.
(iiiits Permitted Transferees) If the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required to effect a registration pursuant make any representations, warranties or indemnities except as they relate to this Section 1.2:the Holder's ownership of shares and authority to enter into the underwriting agreement and to the Holder's intended method of distribution, and the liability of the Holder shall be limited to an amount equal to the net proceeds from the offering received by the Holder.
(ac) in any particular jurisdiction in which the The Company would shall be required obligated to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected effect only two (2) registrations pursuant to this Section 1.22 (an offering which is not consummated shall not be counted for this purpose); provided, and such registrations have been declared or ordered effective; or
(c) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing ofhowever, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing shall be obligated to effect as many registrations (but not more than three (3) per year) as may be requested by the Holder in good faith all reasonable efforts the event and so long as registration pursuant to cause such Form S-3 or any similar "short-form" registration statement to become effective; oris available.
(d) if Notwithstanding the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, the Holder a certificate signed by the Chairman President of the Board Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at filed by reason of a material pending transaction and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating HoldersHolder; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12)-month 12) month period.
Appears in 1 contract
Sources: Investor and Registration Rights Agreement (Celgene Corp /De/)
Request for Registration. (ia) Subject to the conditions of this Section 1.2, if If the Company shall receive within the five (5) year period commencing 90 days at any time after 6 months after the effective date of the Initial Offering Closing Date, a written request (a “Request”) from the Holders of at least 35% of the Preferred Registrable Securities then outstanding Purchasers holding not less than 220,000 Shares (the “Initiating HoldersPurchasers”) that the Company file a registration statement under the Act covering the registration of Registrable Securities that requests the registration of shares in for a minimum amount of five million United States dollars ($5,000,000)public offering, then the Company shall, :
(i) within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, other Purchasers; and
(ii) effect as soon as practicable, and in any event within forty-five (45) days of the receipt of such Request, the filing of a registration statement under the Act of covering all Registrable Securities that which the Holders Purchasers request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the CompanyCompany (a “Demand Registration”); provided, however, that (i) the Company shall be obligated under this Section 2.1 to effect no more than two Demand Registrations, provided that a registration shall not count toward such limit if any such Demand Registration was not declared and ordered effective by the SEC; and (ii) a bona fide pledgee of a Purchaser’s notice Shares (a “Bona Fide Pledgee”) desiring to sell Shares for the account of such Bona Fide Pledgee upon default in respect of such Purchaser’s obligations to such Bona Fide Pledgee shall be entitled to request a Demand Registration to permit the resale of such Shares without regard to the expiration of the 6 month period set forth above unless the number of Shares to be sold by such Bona Fide Pledgee may be disposed of without limitation as to amount pursuant to this Section 1.2(i)Rule 144 under the Act.
(iib) If the Initiating Holders Purchasers intend to distribute the Registrable Securities covered by their request by means of an underwriting, (i) they shall so advise the Company as a part of their request Request made pursuant to this Section 1.2 Subsection 2.1(a) and the Company shall include such information in the written notice referred to in Section 1.2(i)Subsection 2.1(a)(i) above and (ii) the underwriter shall be selected by the Company after consultation with the Initiating Purchasers and shall be reasonably acceptable to a majority in interest of the Initiating Purchasers. In such event the The right of any Holder Purchaser to include its Registrable Securities in such registration shall be conditioned upon such HolderPurchaser’s participation in such underwriting and the inclusion of such HolderPurchaser’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders Purchasers and such HolderPurchaser) to the extent provided herein. All Holders Purchasers proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Purchasers requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a majority in interest period of not more than six months after receipt of the request of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest Purchasers but, upon the earlier of the Initiating Holdersexpiration of such six month period and the Board of Directors’ good faith determination that such deferral is no longer required, the Company shall promptly file such registration statement in accordance with the terms of this Agreement.
(iiid) If In addition, the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(iv) The Company shall not be required obligated to effect a any registration pursuant to this Section 1.2:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(c) 2.1 during the period starting with the date sixty (60) 45 days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following after the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below2.2 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.
Appears in 1 contract