Request for Registration. (a) If the Company shall receive at any time a written request from a Holder seeking to register Registrable Securities having a value of not less than Ten Million Dollars ($10,000,000) then the Company shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and (ii) use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 days of the receipt of such request under the Act of all Registrable Securities which the Holders request to be 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 in accordance with Section 2.5. (b) If the Holder(s) initiating the registration request hereunder ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by 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. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statement, 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, however, that the Company may not utilize this right 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 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. (a) If Subject to the conditions of this Section 2.2, if the Company shall receive at any time after the earlier of (i) four (4) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of fifty percent (50%) or more of the Registrable Securities having then outstanding (for purposes of this Section 2.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 40,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 2.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.52.2(a).
(b) 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 subsection 1.2(athis Section 2.2 and the Company shall include such information in the written notice referred to in Section 2.2(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.22.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 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
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.4 hereof; or
(v) 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 Company 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month period.
twelve (d) In addition, 12)-month period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself or to take any action to effect, any other stockholder during such one hundred twenty (120) day period (other than a 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 relating solely to the Company's good faith estimate sale of the date securities of filing of, and ending on participants in a date ninety (90) days after the effective date ofCompany stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If the Company shall receive at any time at least three (3) months after the effective date of the 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 a Holder seeking to register majority of the Registrable Securities having then outstanding that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars at least fifty percent (50%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000) 7,500,000), then the Company shall:
(i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 sixty (60) days of the receipt of such request request, the registration under the Act of all Registrable Securities which the Holders request to be 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"2.1(b), within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.55.7.
(b) If the Holder(s) Holders initiating the registration request hereunder ("“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 subsection 1.2(a2.1(a) and the Company shall include such information in the written notice referred to in subsection 2.l(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Registrable Securities sought to be registeredInitiating Holders. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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(e2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.22.1, 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 seriously detrimental to the Company and its stockholders 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 period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right 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 1.22.1:
(i) After the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 2.1 and such registrations have been declared or ordered effective; or;
(ii) During the period starting with the date thirty sixty (3060) days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a registration subject to Section 1.3 2.2 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 2.11 below.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Obagi Medical Products, Inc.), Investors’ Rights Agreement (Obagi Medical Products, Inc.), Investors’ Rights Agreement (Obagi Medical Products, Inc.)
Request for Registration. (a) If Subject to the conditions of this Section 3.2, if the Company shall receive at any time after the earlier of (i) 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”), a written request from a Holder seeking to register the Holders of thirty percent (30%) or more of the Registrable Securities having then outstanding (the “Initiating Holders”) that the Company file a value registration statement under the Securities Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 5,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 3.2, use its best efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Securities Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.53.2(a).
(b) 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 subsection 1.2(athis Section 3.2 and the Company shall include such information in the written notice referred to in Section 3.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.23.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to on a pro rata basis based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 3.2:
(i) in any particular jurisdiction in which the foregoingCompany 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 3.2, and such registrations have been declared or ordered effective; 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, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 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
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 3.6 hereof; or
(v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.23.2, a certificate signed by the Chief Executive Officer Company’s President or Chairman of the Company 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, 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-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 2 contracts
Sources: Investors' Rights Agreement, Investors’ Rights Agreement (Fortinet Inc)
Request for Registration. (a) If the Company shall receive a written Investor Request from Charter at any time, or an Investor Request from Blue Truck at any time a written request from a Holder seeking to register Registrable Securities having a value of not less than Ten Million Dollars ($10,000,000) following the initial Public Offering following the date hereof, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; Holders and
, subject to the limitations of Section 2(c) below, file (ii) use its best efforts to effect the registration under the Act as soon expeditiously as practicable, and in any event within 75 sixty (60) days of after the receipt of such request request) and use its best efforts to have declared effective a registration statement under the Securities Act of with respect to all Registrable Securities which the Holders request to be registered, subject registered by the giving of notice 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 within thirty (the "Creative Agreement"), within twenty (2030) days of after the mailing of the Company's notice referred to above, each such notice by the Company to be given in accordance with Section 2.518 below.
(b) 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 subsection 1.2(a). The underwriter will be selected by this Section 2 and the Company after consultation with shall include such information in the Initiating Holders and written notice referred to in Section 2(a); PROVIDED, HOWEVER, that notwithstanding anything herein to the contrary, in no event shall the Company be reasonably acceptable required to Initiating Holders owning not less effect more than fifty percent (50%) two underwritten offerings in any 12 month period. In the event of an underwritten offering, the Registrable Securities sought to be registered. The right of any Holder to include his or its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participating 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(eSection 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwritingunderwriting by a majority in interest of the Initiating Holders; PROVIDED, HOWEVER, that no Holder shall be required to make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder (whether by indemnification, contribution or otherwise) 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 1.22, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities 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 the Holders thereof seeking registration, including the Initiating Holdersof Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of Registrable Securities (on an as-converted basis) requested to be included in the registration.
(c) 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 pay for any expenses of any registration proceeding begun pursuant to this Section 2 if the registration request is subsequently withdrawn at the request of a majority of the Company owned by each Holder seeking registration Initiating Holders of the Registrable Securities to be registered (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 owned 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 all the Company of such material adverse change, then the Initiating Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwritingrequired to pay any of such expenses and shall retain their rights pursuant to this Section 2.
(cd) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting registration pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety up to sixty (9060) days after receipt of the request of the Initiating Holders; providedPROVIDED, howeverHOWEVER, that the Company may not utilize this right for more than once an aggregate of one hundred twenty (120) days in any twelve-twelve (12) month period.
(d) In addition; PROVIDED, FURTHER, that if at the Company shall not be obligated to effect, or to take time of any action to effect, any Investor Request for a registration pursuant to this Section 1.2:
(i) After 2, the Company has effected five registrations 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 aggregate Securities Act, no registration shall be required to be initiated 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 2 until ninety (90) days after the effective date of, a of such Company registration subject to Section 1.3 hereof; provided that unless the Company is actively employing in good faith all reasonable efforts no longer proceeding diligently to cause effect such registration statement and so long as the Company shall provide the Holders with the right to become effectiveparticipate 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. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of at least two-thirds of the Registrable Securities having then outstanding (the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars ($10,000,000) Registrable Securities, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting underwritten public offering and the inclusion of such Holder's ’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 (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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting underwritten public offering shall be allocated among all Holders thereof seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to on a pro rata basis based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). Any Registrable Securities to excluded or withdrawn from such underwritten public offering shall be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, if The Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) in any particular jurisdiction in which the Company shall furnish would be required to Holders requesting 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
(ii) after the Company has effected one (1) registration pursuant to this Section 1.2, and such registration has been declared or ordered effective; 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, and ending on a date one hundred eighty (180) days following the effective date of, 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
(iv) 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
(v) if the Company furnishes 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 Company 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, 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-month twelve (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 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 2 contracts
Sources: Investors’ Rights Agreement (Vitae Pharmaceuticals, Inc), Investors’ Rights Agreement (Vitae Pharmaceuticals, Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of the Purchase Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of a Holder seeking to register majority of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000) 7,500,000), then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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;
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have 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 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;
(iv) 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
(v) 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 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other stockholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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 (Guardant Health, Inc.), Investors’ Rights Agreement (Guardant Health, Inc.)
Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of at least fifty percent (50%) of the Registrable Securities having then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 15,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 2.1, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.52.1(a).
(b) 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 subsection 1.2(athis Section 2.1, and the Company shall include such information in the written notice referred to in Section 2.1(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or
(v) 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 Company 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, ; and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other stockholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If the Company shall receive at any time a written request from a Holder seeking to register the Holders of at least 40% of the Registrable Securities having then outstanding that the Company file a value registration statement under the Securities Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an aggregate offering price, net of underwriting discounts and commissions, of at least $10,000,000) 7,500,000, then the Company shall:
(i) , within ten (10) 15 days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best efforts Holders and shall, subject to effect the registration under the Act limitations of subsection 7.2(b), file as soon as practicable, and in any event within 75 days of the receipt of such request request, a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be 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"), registered within twenty (20) 30 days of the mailing of such notice by the Company in accordance with Section 2.59.6.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 7.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a7.2(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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(e7.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting by the Company with the approval of a majority in interest of the Initiating Holders, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Section 1.27.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) The Company is obligated to effect only two such registrations pursuant to this Section 7.2; provided, however, that the Company shall not be 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 7.2.
(d) The Company is not obligated to initiate a registration pursuant to this Section 7.2 until the earlier of January 1, 1995 or three months after the Initial 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 Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve12-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 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Qualix Group Inc), Series C Preferred Stock Purchase Agreement (Qualix Group Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) four (4) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Public Offering, a written request from a Holder seeking to register the Holders of at least twenty-five percent (25%) or more of the Registrable Securities having then outstanding (the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars at least twenty-five percent (25%) of the then outstanding Registrable Securities, or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000) 5,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 to the Holders thereof seeking registration, including the Initiating Holders, in proportion of such Registrable Securities on a pro rata basis (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to 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 owned by all Holders seeking registration; provided, however, that the number of shares of have been excluded. Any Registrable Securities to be included in excluded or withdrawn from such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded withdrawn from the underwritingregistration.
(c) Notwithstanding In addition, the foregoingCompany shall not be required to effect a 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) 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, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4;
(v) if the Company shall furnish to Holders requesting a registration pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, 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 obligated required to effectbe included in a registration statement covering the sale of the Registrable Securities, or to take any action to effect, any a registration pursuant to this Section 1.2:
(i) After in which 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 effectiveonly Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or
(iivi) During in any particular jurisdiction in which the period starting with the date thirty (30) days prior Company would be required to the Company's good faith estimate execute a general consent to service of the date of filing ofprocess in effecting such registration, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 1.3 hereof; provided that unless the Company is actively employing already subject to service in good faith all reasonable efforts to cause such registration statement to become effectivejurisdiction 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. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) April 1, 2015 or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of fifty percent (50%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 5,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by 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 (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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the Initiating Holders holding a majority of the Registrable Securities to be registered). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration. 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.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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;
(ii) 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;
(iv) upon written notice to the Initiating Holders within thirty (30) days of receipt of a written request pursuant to Section 1.2(a) that the Company intends to file a registration statement for an Initial Offering within sixty (60) days following the date of such Company notice;
(v) 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
(vi) if the Company shall furnish to the Initiating Holders requesting registration pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company 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 the registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month period.
twelve (d) In addition, 12)-month period and provided further that the Company shall not be obligated to effectregister any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period, or to take any action to effect, any such shorter period of deferral of such filing (other than a 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 relating solely to the Company's good faith estimate sale of the date securities of filing of, and ending on participants in a date ninety (90) days after the effective date ofCompany stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If the Company shall receive at any time after the earlier of (i) December 31, 2012 and (ii) six (6) months after the effective date of the IPO, a written request from a Holder seeking to register the holders of more than fifty percent (50%) of the Registrable Securities then issued and outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities and having a value an aggregate offering price to the public of not less than Ten Million Dollars (at least $10,000,000) 5,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereofafter receiving such request, give written notice of such request to all Holders; and
(ii) use its best efforts to effect the registration under the Act as soon as practicable, Holders and in any event within 75 days of the receipt of such request under the Act of all Registrable Securities which the Holders request to be registeredshall, subject to the limitations of subsection 1.2(b) hereof and subject Section 1.02(b), use its reasonable best efforts to cause to be registered under the terms of subsection 1.14(b) Securities Act all of the Investors' Rights Agreement between the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), Registrable Securities that each such Holder has requested to be registered within twenty (20) days of after the mailing of such notice by the Company in accordance with Section 2.5Company.
(b) 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 and the Company shall include such information in the written notice referred to subsection 1.2(ain Section 1.02(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and Company, which underwriter shall be reasonably acceptable to Initiating Holders owning not less than fifty sixty six and two thirds percent (5066 2⁄3%) in interest of the Holders whose Registrable Securities sought are to be registeredincluded in the underwriting. The In such event, the right of any Holder to include his his, her or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by sixty six and two thirds percent (66 2⁄3%) 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 (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. Notwithstanding any other provision of this Section 1.21.02, if the underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities 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 participating Holders thereof seeking registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of participating Holder. In no event shall any Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded from such offering. Any Registrable Securities are first entirely excluded from the underwritingor withdrawn from such underwriting shall be withdrawn from registration.
(c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting registration pursuant to this Section 1.2, 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, Company (the “Board”) it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statementfiled, 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, however, that the Company may not utilize this right or the similar right set forth in Section 1.04(a)(ii) more than once in any twelve-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 in the 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 1.21.02:
(i) After the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and 1.02; provided, however, that such registrations have been declared or ordered effective; or;
(ii) During the period starting with commencing on the date of the IPO and ending on the date one hundred eighty (180) days thereafter;
(iii) If the Company delivers a notice to the Initiating Holders within thirty (30) days prior to of the Company's good faith estimate ’s receipt or request for registration of the date of filing of, and ending on Company’s intention to file a date registration statement for the IPO within ninety (90) days after days;
(iv) If the effective date of, Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a registration subject request made pursuant to Section 1.3 hereof1.04 below; provided that or
(v) 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 actively employing already qualified to do business or subject to service of process in good faith all reasonable efforts to cause such registration statement to become effectivethat jurisdiction.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Pfenex Inc.), Investors’ Rights Agreement (Pfenex Inc.)
Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of at least fifty percent (50%) of the Voting Registrable Securities having then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 30,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 2.1, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.52.1(a).
(b) 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 subsection 1.2(athis Section 2.1, and the Company shall include such information in the written notice referred to in Section 2.1(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata 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 owned by all Holders seeking registration; provided, however, that or the underwriters may round the number of shares of Registrable Securities allocated to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from any Holder to the underwritingnearest one hundred (100) shares.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1:
(i) 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;
(ii) after the Company has effected two (2) registrations pursuant to this Section 2.1 and such registrations have 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 a Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective;
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or
(v) 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 Company Board of Directors 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 stockholders security holders for such registration statement to be filed and it is therefore essential to defer the filing of effected or remain effective at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other member or security holder during such ninety (90) day period (other than an Excluded Registration).
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration Registrations effected pursuant to this Section 1.2:
(i) After the Company has 2.1 shall not be counted as requests for registration 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 effective2.3.
Appears in 2 contracts
Sources: Stockholders' Agreement (TG-17, Inc.), Stockholders' Agreement (TG-17, Inc.)
Request for Registration. (a) If the Company shall receive at any time after the second anniversary of the date of this Agreement and during the Term of this Agreement, at a time when the Shares are listed on a Permitted Exchange, a written request from the Purchasers or their Transferees that the Company file a Holder seeking to register registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities having then outstanding (or a value lesser percent if the anticipated aggregate offering price, net of not less than Ten Million Dollars (underwriting discounts and commissions, would exceed $10,000,000) ), then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) Purchasers or their Transferees and shall, subject to the limitations of subsection 5.1(b), use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Securities Act of all Registrable Securities which the Holders Purchasers or their Transferees request to be 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 registered within thirty (the "Creative Agreement"), within twenty (2030) days of the mailing of such notice by the Company in accordance with Section 2.5Company.
(b) If the Holder(s) Purchasers or their Transferees initiating the registration request hereunder ("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 5.1 and the Company shall include such information in the written notice referred to in subsection 1.2(a5.1(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder Purchaser or Transferee to include his or its Registrable Securities in such registration shall be conditioned upon such HolderPurchaser's participating or Transferee'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 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 1.4(e5.1(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.25.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Purchasers or Transferees holding Registrable Securities 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 among all Holders thereof seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned held by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationPurchaser or Transferee; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, 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 Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (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 1.25.1:
(i) After after the Company has effected five registrations in the aggregate two (2) registrations pursuant to this Section 1.2 5.1 and Section 1.12 5.3 and such registrations have been declared or ordered effective; or;
(ii) During during the period starting with the date thirty ninety (3090) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a registration subject to Section 1.3 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. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the date that is the earlier of (i) the second anniversary of the date hereof and (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of thirty percent (30%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 15,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month period.
twelve (d) In addition, 12)-month period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other stockholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of a Holder seeking to register majority of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 15,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders (including the Key Holders; and
(ii) ), and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statement, 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, however, that the Company may not utilize this right 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 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.this
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Lemonade, Inc.), Investors’ Rights Agreement (Lemonade, Inc.)
Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) 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 a Holder seeking to register the Holders of at least 50% of the Registrable Securities having then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 30,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 2.1, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.52.1(a).
(b) 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 subsection 1.2(athis Section 2.1, and the Company shall include such information in the written notice referred to in Section 2.1(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1:
(i) 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;
(ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have 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 a Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective;
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or
(v) 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 Company 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, period ; and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other stockholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If the Company shall receive at any time after the earlier of (i) June 22, 2003, or (ii) six (6) months after the effective date of the 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 a Holder seeking to register the Holders of at least thirty-three percent (33%) of the Registrable Securities having then outstanding that the Company file a value registration statement under the Securities Act covering the registration of not less than Ten Million Dollars ($10,000,000) Registrable Securities, then the Company shall:
, within fifteen (i) within ten (1015) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 90 days of the receipt of such request request, the registration under the Securities Act of all Registrable Securities which the Holders request to be 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 registered within ten (the "Creative Agreement"), within twenty (2010) days of the mailing of such notice by the Company in accordance with Section 2.55.3.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a). The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) 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 Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right 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 1.2:
(i) After the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared or ordered effective; or;
(ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) 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. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or
(ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of fifty percent (50%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) , then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statement, 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, however, that the Company may not utilize this right more than once in any twelve-month period.
(d) In addition, the Company shall not be obligated required to effect, or to take any action to effect, any effect a registration pursuant to this Section 1.2:
(i) After 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
(ii) after the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 1.2, and such registrations have been declared or ordered effective; or
(iiiii) During during the period starting with the date thirty sixty (3060) days prior to the Company's ’s good faith estimate of the date of the filing of, of and ending on a date ninety one hundred eighty (90180) days after following the effective date of, of a Company-initiated 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.to
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Marketo, Inc.), Investors’ Rights Agreement (Marketo, Inc.)
Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) [***] of the date of this Agreement; or (ii) [***] following the effective date of the Initial Offering, a written request from a Holder seeking to register any Holders of the Registrable Securities having a value (for purposes of not less than Ten Million Dollars this Section 2.1, the “Initiating Holders”), including Neuberger or Temasek for clause ($10,000,000i), that the Company file two (2) registration statements under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least [***], then the Company shall:
(i) , within ten (10) days [***] of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 2.1, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days [***] of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.52.1(a).
(b) 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 subsection 1.2(athis Section 2.1, and the Company shall include such information in the written notice referred to in Section 2.1(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by [***] 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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding [***] of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1:
(i) 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
(ii) after the Company has effected [***] registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; or
(iii) during the period starting with the date [***] prior to the Company’s good faith estimate of the date of the filing of and ending on a date [***] following the effective date of a Company initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or
(v) 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 Company 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once [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 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 2 contracts
Sources: Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement (PureTech Health PLC)
Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) three (3) years following the date hereof, or (ii) six (6) months after the effective date of the 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 of a Holder seeking to register majority of the Registrable Securities having then outstanding that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars at least thirty-three percent ($10,000,00033%) of the Registrable Securities then outstanding, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 sixty (60) days of the receipt of such request request, the registration under the Act of all Registrable Securities which the Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.53.5.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a). The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares -------- ------- of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) 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 Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not -------- ------- utilize this right 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 1.2:
(i) After the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared or ordered effective; or;
(ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety one hundred thirty-five (90135) 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 (Avantgo Inc), Investors' Rights Agreement (Avantgo Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time subsequent to the Effective Date of this Agreement, a written request from the Holder that the Company file a Holder seeking to register registration statement under the Act covering the registration of all of the Registrable Securities having a value of not less than Ten Million Dollars ($10,000,000) then outstanding, then the Company shall:
shall (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
the Holder promptly following receipt of such request and (ii) subject to the limitations of subsection 1.2(b), use its best reasonable efforts to effect the registration under the Act as soon as practicable, practicable (and in any event within 75 one hundred twenty (120) calendar days of the receipt of such request request) the registration under the Act of all Registrable Securities which the Holders request to be 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 Holder in accordance with Section 2.51.2(c).
(b) If the Holder(s) initiating the registration request hereunder ("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 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredHolder requesting registration. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All Holders , if proposing to distribute their its securities through such underwriting shall (together with the Company as provided in subsection 1.4(e1.3(e)) enter into an underwriting agreement agreement, or similar agreement, in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders Holder in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Holder shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and agree to reduce to the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof seeking registration, including underwriting. In the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, event that the number of shares of Registrable Securities to be included in such underwriting shall not be securities being registered is reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 1.21.2(b), a certificate signed by the Chief Executive Officer Holder of the Company stating that Registrable Securities which were not included in the good faith judgment of the Board of Directors of the Company, it would registration shall be seriously detrimental treated as if there had been no registration effected pursuant to this Section 1.2 and shall be entitled to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing benefit of such statement, the Company shall have the right to defer taking action Section 1.2 with respect to such filing for a period of the Registrable Securities which were not more than ninety (90) days after receipt of included as if the request of the Initiating Holdersregistration pursuant to Section 1.2 had not been requested; provided, however, that any registration with respect to the Company may Registrable Securities which were not utilize this right more than once in any twelve-month period.
(d) In addition, included shall not be required to become effective within 180 days of the effective date of the first registration. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:, if the 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 1.8.
(ic) After the Company has effected five registrations The Holder may not include any of its Registrable Securities in the aggregate registration statement pursuant to this Section 1.2 and Section 1.12 and Agreement unless it furnishes to the Company in writing, prior to or on the 15th calendar day after receipt of a request therefore, such registrations have been declared effective; or
(ii) During information as the period starting Company may reasonably request for use in connection with the date thirty (30) days prior registration statement and in any application to be filed with or under state securities laws. In connection with all such requests for information from the Holder, the Company shall notify the Holder of the requirements set forth in the preceding sentence. The Holder agrees to furnish promptly 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 Company all information required to Section 1.3 hereof; provided that be disclosed in order to make information previously furnished to the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveby the Holder not materially misleading.
Appears in 2 contracts
Sources: Common Stock and Warrant Purchase Agreement (KFX Inc), Registration Rights Agreement (KFX Inc)
Request for Registration. (ai) If the Company shall receive at any time after the earlier of (i) five (5) years after the Initial Closing (as defined in the Purchase Agreement), or (ii) one hundred eighty (180) days after the effective date of the Qualified IPO, a written request from the Holders of a Holder seeking to register majority of the Registrable Securities having then outstanding (the “Initiating Holders”) that the Company file a value registration statement under the Securities Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) , then the Company shall:
(i) , within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders; and
(ii) use its best efforts to effect the registration under the Act as soon as practicable, Holders and in any event within 75 days of the receipt of such request under the Act of all Registrable Securities which the Holders request to be registeredshall, subject to the limitations of subsection 1.2(b) hereof and subject ), use commercially reasonable efforts to cause to be registered under the terms of subsection 1.14(b) Securities Act all of the Investors' Rights Agreement between the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), Registrable Securities that each such Holder has requested to be registered within twenty (20) days of after the mailing of such notice by the Company in accordance with Section 2.5Company.
(bii) 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 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and Company, which underwriter shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Holders whose Registrable Securities sought are to be registeredincluded in the underwriting. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 The Company and 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. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities 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 participating Holders thereof seeking registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of participating Holder. In no event shall any Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded from such offering. Any Registrable Securities are first entirely excluded from the underwritingor withdrawn from such underwriting shall be withdrawn from registration.
(ciii) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting registration pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statementfiled, 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, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-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 (other than in a Qualified IPO or an Excluded Registration).
(div) 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:
(ia) After the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and provided, however, that such registrations have been declared effective; oror 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;
(iib) During the period starting with the date thirty (30) 90 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date ninety (90) 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; 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. (a) If the Company shall receive at any time subsequent to the earlier of: (i) September 1, 2016 and (ii) six (6) months following the Company’s first firm commitment underwritten public offering of its shares of Common Stock, a written request from a Holder seeking to register Registrable Securities having a value the Holders of not less than thirty percent (30%) of the Registrable Securities then outstanding, that the Company file a registration statement under the Act covering the registration of Registrable Securities having an aggregate offering price to the public of at least Ten Million Dollars ($10,000,000) ), then the Company shall:
(i) within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best commercially reasonable efforts to effect the registration under the Act as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 in accordance with Section 2.5.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a)(i). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Registrable Securities sought to be registeredInitiating Holders. The In such event, the right of any Holder to include his or its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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. Notwithstanding any other provision of 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 shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that no Registrable Securities of a 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 Holders to be included in such underwriting shall not be reduced unless all securities other securities which are not than Registrable Securities are first entirely excluded from the underwriting.
(c) 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 Chief Executive Officer of the 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statementfiled, 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, however, that the Company may not utilize this right more than once in any twelve-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).
(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 two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared or ordered effective; or;
(ii) During the period starting with the date thirty ninety (3090) days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date ninety one hundred and eighty (90180) days after the effective date of, 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 effectiveeffective 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. (a) If the Company shall receive at any time a written request from a Holder seeking to register the Holders of greater than forty percent (40%) of the Registrable Securities having then outstanding that the Company file a value registration statement under the Securities Act that would have an aggregate offering price, net of not less than Ten Million Dollars (underwriting discounts and commissions, of at least $10,000,000) , then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
Holders and shall, subject to the limitations of subsection 1.2(b), cause a registration statement covering the requested Registrable Securities to be filed within sixty (ii60) days of receipt of such request and thereafter use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Securities Act of all Registrable Securities which the Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.54.4.
(b) If the Holder(s) Holders initiating the registration request hereunder ("“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 subsection 1.2(a). The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) 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 Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (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 five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared effective; oror ordered effective and, subject to Section 1.5(a), all shares registered thereunder have been sold;
(ii) During the period starting with the date thirty sixty (3060) days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) 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. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of at least two-thirds of the Registrable Securities having then outstanding (the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars ($10,000,000) Registrable Securities, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting underwritten public offering and the inclusion of such Holder's ’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 (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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting underwritten public offering shall be allocated among all Holders thereof seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to on a pro rata basis based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). Any Registrable Securities to excluded or withdrawn from such underwritten public offering shall be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statement, 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, however, that the Company may not utilize this right more than once in any twelve-month period.
(d) In addition, the The Company shall not be obligated required to effect, or to take any action to effect, any effect a registration pursuant to this Section 1.2:
(i) After in any particular jurisdiction in which the Company has effected five registrations would be required to execute a general consent to service of process 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.effecting 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. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of forty percent (40%) or more of the Registrable Securities having outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars at least twenty percent (20%) of the Registrable Securities outstanding (or a lesser percent if the anticipated aggregate offering price would exceed $10,000,000) 15,000,000), then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the holders of a majority of the Registrable Securities held by 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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of a majority of the Registrable Securities held by Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration. For any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, members, retired members, partners, retired partners and stockholders of such Holder, or the estates and family members of any such members, retired members, 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. For this purpose, the ▇. ▇▇▇▇ Price Investors 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 entities and individuals included in such “selling Holder,” as defined in this sentence.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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;
(ii) after the Company has effected one (1) registration pursuant to this Section 1.2, 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 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;
(iv) 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
(v) 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 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month period.
twelve (d) In addition, 12)-month period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself or to take any action to effect, any other stockholder during such one hundred twenty (120) day period (other than a 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 relating solely to the Company's good faith estimate sale of the date securities of filing of, and ending on participants in a date ninety (90) days after the effective date ofCompany stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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 (Coupa Software Inc), Investors’ Rights Agreement (Coupa Software Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of fifty percent (50%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 15,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other stockholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If the Company SM&A shall receive at any time after February 1, 1999, a written request from a Holder seeking to register the Holders of at least thirty-five percent (35%) of the Registrable Securities having then outstanding that SM&A file a value registration statement on Form S-3 under the Act covering the registration of not less than Ten Million Dollars at least thirty-five percent (35%) of the Registrable Securities then outstanding (or a lesser percent if the aggregate offering price would exceed $10,000,000) 2,000,000), then the Company SM&A shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) Holders and shall, subject to the limitations of Section 2(b), use its best efforts to effect effect, at the registration under the Act as soon as practicableearliest possible date, and but in any event within 75 forty-five (45) days of the receipt date of such 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 which the Holders thereof request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company SM&A in accordance with Section 2.518 below.
(b) If the Holder(s) Holders initiating the registration request hereunder under this Section 2 ("Initiating 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 subsection 1.2(athis Section 2 and SM&A shall include such information in the written notice referred to in Section 2(a). The underwriter with respect to such Form S-3 registration only will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of SM&A. In such event, the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration on Form S-3 shall be conditioned upon such Holder's participating 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 (together with the Company SM&A as provided in subsection 1.4(eSection 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting 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 holder of a similar percentage of similar securities. Notwithstanding any other provision of this Section 1.22, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 seeking registrationthereof, including the Initiating Holders, in proportion on a percentage basis (as nearly as practicable) equal to the amount 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 shall have the right to one additional demand registration pursuant to this Section 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 Company owned by each Holder seeking registration to managing underwriter, interfere with the number successful marketing in accordance with the intended method of Registrable Securities sale or other disposition of all the Company owned by all Holders seeking registration; provided, however, that the number of 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 in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from to the underwritingextent deemed appropriate by the managing underwriter.
(c) SM&A is obligated to effect only two (2) such registrations pursuant to this Section 2 except as provided in Section 2(b).
(d) Notwithstanding the foregoing, if the Company SM&A shall furnish to Holders requesting a registration statement pursuant to this Section 1.22, a certificate signed by the Chief Executive Officer President of the Company 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, 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, however, that the Company SM&A may not utilize this right more than once in any twelve-twelve (12) month period.
(de) In addition, the Company SM&A shall not be obligated required to effect, or to take any action to effect, any prepare and file a registration statement pursuant to this Section 1.2:
2 which would become effective within one hundred eighty (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 (30180) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after following the effective date of, of a registration subject statement filed by SM&A with the SEC pertaining to Section 1.3 hereof; provided 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 the Company 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. (a) If At any time and from time to time on and after the first anniversary of the Closing Date, the Holders of Common Stock that are subject to this Agreement (the "Initiating Holders") may request in a written notice that the Company 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 Registrable Securities held by such Initiating Holders (constituting in the aggregate at least 5% of the aggregate Common Stock outstanding immediately upon consummation of the transaction contemplated by the Stock Exchange Agreement); such notice shall specify whether the Initiating Holders require the Registrable Securities to be distributed by means of an underwriting. Following receipt of any notice under this Section 6.1, the Company shall receive at any time a written request from a Holder seeking to register Registrable Securities having a value of not less than Ten Million Dollars ($10,000,000) then the Company shall:
(ix) within ten (10) days of the receipt thereof, give written notice notify all other Holders of such request to all Holders; and
in writing and (iiy) thereupon as expeditiously as possible, use its best efforts to effect the registration cause to be registered under the Securities Act as soon as practicable, and in any event within 75 days of the receipt of such request under the Act of all Registrable Securities which that the Initiating Holders request to be registeredand such other Holders have, 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 within ten days after the Company and Creative Technology Ltd. dated June 20has given such notice, 1996 (requested be registered in accordance with the "Creative Agreement"), within twenty (20) days manner of the mailing of disposition specified in such notice by the Initiating Holders; provided, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 6.1, (i) if two registration statements relating to registration requests under this Section 6.1 have previously been filed and declared effective by the SEC in accordance with the calendar year in which such registration request is made or, (ii) if five registration statements relating to registration requests under this Section 2.56.1 have previously been filed and declared effective by the SEC.
(b) If the Holder(s) initiating the registration request hereunder ("Initiating Holders") 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 part of their request made pursuant shall include such information in the written notice referred to subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent in clause (50%x) of Section 6.1(a) above. In such event, the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating participation in such underwriting underwritten offering and the inclusion of such Holder'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 (together with the Company Company, as provided in subsection 1.4(eSubsection 6.4(j)) enter into an underwriting agreement in customary form with the underwriter or underwriters. No Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters selected for other than representations, warranties or agreements regarding such underwriting. Notwithstanding Holder, the Registrable Securities of such Holder and such Holder's intended method of distribution and any other provision of this Section 1.2, if representations required by law or reasonably required by the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders underwriter. If any Holder of Registrable Securities which would otherwise be underwritten pursuant heretodisapproves of the terms of the underwriting, and the number of shares of such Holder may elect to withdraw all its Registrable Securities that may be included in by written notice to the underwriting shall be allocated among all Holders thereof seeking registrationCompany, including the managing underwriter and the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking . The securities so withdrawn also shall be withdrawn from registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting A registration requested pursuant to this Section 1.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statement, 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, however, that the Company may not utilize this right more than once in any twelve-month period.
(d) In addition, the Company section 6.1 shall not be obligated deemed to effect, or to take any action to effect, any registration have been effected pursuant to this Section 1.2:
6.1 for purposes of Section 6.6 unless (i) After the Company it 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
effective by the SEC, (ii) During it has remained effective for the period starting with set forth in Section 6.4(a), and (iii) the date thirty (30) days prior offering of Registrable Securities pursuant to the Company's good faith estimate such registration is not subject to any stop order, injunction or other order or requirement of the date SEC (other than any such stop order, injunction, or other requirement 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 effectiveSEC prompted by any act or omission of Holders of Registrable Securities).
Appears in 2 contracts
Sources: Shareholder Agreement (Gensia Inc), Shareholder Agreement (Rakepoll Finance N V)
Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of at least thirty percent (30%) of the Registrable Securities having then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 20,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 2.1, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.52.1(a).
(b) 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 subsection 1.2(athis Section 2.1, and the Company shall include such information in the written notice referred to in Section 2.1(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or
(v) 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 Company 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, ; and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other stockholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If the Company shall receive at any time after the one (1) year anniversary of the effective date of the 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 a Holder seeking to register the Holders of at least 50% of the Registrable Securities then outstanding 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 then outstanding having a value an anticipated aggregate offering price of not less than Ten Million Dollars ($10,000,000) [5,000,000], then the Company shall:
(i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its reasonable best efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which the Holders request to be 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 in accordance with Section 2.5hereof) to be registered, subject to the limitations of subsection 1.2(b).
(b) If the Holder(s) Holders initiating the registration request hereunder ("“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 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Registrable Securities sought to be registeredInitiating Holders. The In such event, the right of any Holder to include his or its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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(e1.4(c)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of 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 shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities 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 participating Holders thereof seeking registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration (determined on an as-converted to the number of Registrable Securities of the Company owned by all Holders seeking registrationCommon Stock basis); provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) 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 Chief Executive Officer of the 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 stockholders for such registration statement to be filed and it is therefore essential necessary 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 period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (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 five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared effectiveor 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
(iiiii) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the effective 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 hereof for the Company is actively employing in good faith all reasonable efforts to cause IPO and ending on the 180th day after such registration statement to become effectiveeffective date.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Marinus Pharmaceuticals Inc)
Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of a Holder seeking to register majority of the Registrable Securities having then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 15,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 2.1, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.52.1(a).
(b) 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 subsection 1.2(athis Section 2.1, and the Company shall include such information in the written notice referred to in Section 2.1(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata 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 owned by all Holders seeking registration; provided, however, that or the underwriters may round the number of shares of Registrable Securities allocated to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from any Holder to the underwritingnearest one hundred (100) shares.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or
(v) 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 Company 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected or remain effective at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-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 (other than an Excluded Registration).
(d) In additionFor purposes of Subsection 2.1(c)(ii), the Company a registration shall not be obligated to effectcounted as “effected” if, 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 as a result of an exercise of the date underwriter’s cutback provisions in Subsection 2.1(b), fewer than fifty percent (50%) of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject total number of Registrable Securities that Holders have requested to Section 1.3 hereof; provided that the Company is actively employing be included in good faith all reasonable efforts to cause such registration statement to become effectiveare actually included.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Evommune, Inc.), Investors’ Rights Agreement (Evommune, Inc.)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time following the earlier of (i)five (5) years after the date of this Agreement or (ii) six (6) months following the Initial Offering, a written request from a Holder seeking to register the holders of the Preferred Shares holding more thanfifty percent (50%) of the Registrable Securities having (the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars ($10,000,000) Registrable Securities, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders (other than the Initiating Holders; and
(ii) ), and subject to the limitations of this Section 1.2, use its best efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with Section 2.5.
(b) If the Holder(s) initiating the registration request hereunder ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to subsection this Section 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by 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. Notwithstanding any other provision of this Section 1.21.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 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 Holders thereof seeking registration, including the Initiating such Holders, provided, however, that in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to any event the number of Registrable Securities held by the holders of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to Series B-1 Preferred Sharesto be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(cb) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) after the foregoingCompany has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(ii) 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, a Company-initiated registration subject to Section 1.3below, provided that the Company is actively employing in good faith efforts to cause such registration statement to become effective; or
(iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4hereof; or
(iv) 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 Company 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 stockholders shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, 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-month twelve (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 five registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared effective; or
(iiv) During if the period starting with the date thirty anticipated aggregate offering price (30net of any underwriters’ discounts or commissions) 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 effectiveless than $4,000,000.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (PolyPid Ltd.)
Request for Registration. (a) If the Company shall receive at any time after the date of this Agreement, a written request from the Holders of a Holder seeking to register majority of the Registrable Securities having then outstanding that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars at least ten percent ($10,000,00010%) of the Registrable Securities then outstanding, then the Company shall:
(i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 45 days of the receipt of such request request, file a registration statement under the Act of covering all Registrable Securities which the Holders request to be 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 in accordance with Section 2.53.5.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Registrable Securities sought to be registeredInitiating Holders. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) 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 Chief Executive Officer of the 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 stockholders 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 period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period.
(d) In addition, the The Company shall not be obligated to effect, or to take any action to effect, any registration effect only two such registrations pursuant to this Section 1.2:
(i) After the Company has . Registrations effected five registrations in the aggregate on Form S-3 pursuant to Section 1.12, however, shall not be counted as demands 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 effective2.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Amerigon Inc), Investors' Rights Agreement (Argyros George L)
Request for Registration. (a) If the Company shall receive at any time after the date hereof a written request from a Holder seeking to register the Holders of Registrable Securities having that the Company file a value registration statement (which may be on Form S-1 or Form S-3, if the Company is eligible for Form S-3) under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $10,000,000) 500,000, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 60 days of the receipt of such request request, the registration under the Act of all Registrable Securities which the Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.54.5.
(b) If the Holder(s) Holders initiating the registration request hereunder ("Initiating HoldersINITIATING 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 subsection 1.2(a). The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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 underwritingunderwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; providedPROVIDED, howeverHOWEVER, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) 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 Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; providedPROVIDED, howeverHOWEVER, that the Company may not utilize this right 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 more than two (2) registrations pursuant to this Section 1.2:
(i) After the Company , provided that each such registration 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 or ordered effective.
Appears in 2 contracts
Sources: Common Stock and Warrant Purchase Agreement (Cambridge Soundworks Inc), Investor Rights Agreement (Cambridge Soundworks Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering or, if earlier, a Direct Listing, a written request from a Holder seeking to register the Holders of fifty percent (50%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 15,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected one (1) registration pursuant to this Section 1.2, and such registration has been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other stockholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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 (Amplitude, Inc.), Investors’ Rights Agreement (Amplitude, Inc.)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement, or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of (A) at least a Holder seeking to register majority of Registrable Securities having issued or issuable upon conversion of the Series A Preferred Stock then outstanding and (B) at least a value majority of not less than Ten Million Dollars Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock then outstanding (for purposes of this Section 1.2, (A) and (B) together, the “Initiating Holders”) that (i) requests the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,00030,000,000, (ii) specifies the approximate number of Registrable Securities requested to be registered and (iii) states the intended method of distribution, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Compay’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by Holders of a majority of the Registrable Securities included in such underwriting (which underwriter or underwriters shall be reasonably acceptable the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) 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, a registration shall not count as one of the permitted registrations pursuant to this Section 1.2 until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided further, that in any event, the Company shall pay all registration expenses in connection with any registration initiated pursuant to this Section 1.2 whether or not it has become effective and whether or not such registration has counted as one of the permitted registrations under this Section 1.2; or
(iii) for a period of (a) six (6) months following the effective date of the Company’s Initial Offering or (b) ninety (90) days following the effective date of any public offering other than the Company’s Initial Offering; or
(iv) 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
(v) 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 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, howeverprovided that in such event, that the Initiating Holder(s) initially requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as one of the permitted registrations under this Section 1.2 and the Company may shall pay all registration expenses in connection with such registration; and provided further that such right shall be exercised by the Company not utilize this right more than once in any twelve-twelve (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 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 2 contracts
Sources: Investors’ Rights Agreement (Qualtrics International Inc.), Investors’ Rights Agreement (Qualtrics International Inc.)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of twenty-five percent (25%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 15,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 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 stockholders shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other shareholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If the Company shall receive at any time after six (6) months after the effective date of the 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 a Holder seeking to register the Holders of at least twenty percent (20%) of the Registrable Securities having then outstanding that the Company file a value registration statement under the Securities Act covering the registration of not less than Ten Million Dollars at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000) 5,000,000), then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 60 days of the receipt of such request request, the registration under the Securities Act of all Registrable Securities which the Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.53.3.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a). The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) 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 Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right 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 1.2:
(i) After the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared or ordered effective; or;
(ii) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) 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 (Sage Inc/Ca), Investors' Rights Agreement (Sage Inc/Ca)
Request for Registration. (a) If the Company shall receive at any time after six (6) months after the effective date of the 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 (a Holder seeking to register “Series D, E, F and G Demand Registration”), the Required Series C Holders (a “Series C Demand Registration”) or the Required Other Holders (an “Other 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 having a value an anticipated aggregate offering price of not less than Ten Million Dollars (at least $10,000,000) 5,000,000, then the Company shall:
(i) , within ten (10) 10 days of the receipt thereof, give written notice of such request to all Holders; and
(ii) Holders and shall, subject to the limitations of subsection 2.2(b), use its best efforts to effect the registration under the Act file as soon as practicable, and in any event within 75 90 days of the receipt of such request request, a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be 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"), registered within twenty (20) 20 days of the mailing of such notice by the Company in accordance with Section 2.5Company.
(b) If the Holder(s) Holders initiating the registration request hereunder under Section 2.2(a) ("“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 2.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a2.2(a). The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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(e2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.22.2, a certificate signed by the Chief Executive Officer President of the 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 stockholders holders of capital stock 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 period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that 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 1.22.2:
(i) After (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 five registrations one (1) Series D, E, F and G Demand Registration in the aggregate pursuant to this Section 1.2 prior twelve (12) months, or (2) previously effected two (2) Series D, E, F and Section 1.12 G Demand Registrations in the aggregate, and such registrations have been declared effective; oror 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) During 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 thirty (30) 90 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date ninety (90) 90 days after the effective date of, a registration subject to Section 1.3 hereof2.3; 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. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement, or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of twenty percent (20%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars Registrable Securities with an anticipated aggregate offering price of at least $20,000,000 ($10,000,000) prior to underwriting discounts and commissions), then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration. 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.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other stockholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three years from the date of this Agreement or (ii) six (6) months after the effective date of the 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 holding at least a Holder seeking to register majority of the Registrable Securities having a value of not less than Ten Million Dollars ($10,000,000) then the Company shall:outstanding that
(ia) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 days of the receipt of such request under the Act of all Registrable Securities which the Holders request to be 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 in accordance with Section 2.5is given.
(b) If the Holder(s) Holders initiating the registration request hereunder (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 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Registrable Securities sought to be registeredInitiating Holders. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by 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. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of holding Registrable Securities which 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 thereof seeking registrationelecting to include shares in the underwriting, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned requested by each such Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationbe included in such underwriting; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities (including those to be sold for the Company's account) are first entirely excluded from the underwriting.
(c) 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 Chief Executive Officer of the Company Company's President stating that in the good faith judgment of the Company's Board of Directors of the CompanyDirectors, it such registration would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and that it is therefore is, therefore, essential to defer the filing of taking action with respect to such statementregistration, 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 receipt of the date the request of the Initiating HoldersHolders is given; provided, however, that the Company may not utilize this right more than once in any twelve-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 obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After after the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations registration statements have been declared or ordered effective; or;
(ii) During during the period starting with the date thirty sixty (3060) calendar days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) calendar days after the effective date of, any registration statement pertaining to a registration public offering of securities for the Company's account subject to Section 1.3 hereofbelow; provided that the Company is actively employing in good faith all reasonable its best efforts to cause such registration statement to become 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 by the Act.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Altiris Inc), Investors' Rights Agreement (Altiris Inc)
Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the twelve (12) month anniversary of the effective date of the Initial Public Offering, a written request from the Holders of a Holder seeking to register majority or more of the Registrable Securities having then outstanding (the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten at least twenty-five percent (25%) of the Registrable Securities then outstanding or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed Twenty Million Dollars ($10,000,000) US$20,000,000), then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 2.1, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.52.1(a).
(b) 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 subsection 1.2(athis Section 2.1 and the Company shall include such information in the written notice referred to in this Section 2.1(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 to the Holders thereof seeking registration, including the Initiating Holders, in proportion of such Registrable Securities on a pro rata basis (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). Any Registrable Securities to be included in excluded or withdrawn from such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded withdrawn from the underwritingregistration.
(c) Notwithstanding In addition, the foregoingCompany shall not be required to effect a registration pursuant to this Section 2.1:
(i) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective;
(ii) 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, a Company-initiated registration subject to Section 2.2, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;
(v) if the Company shall furnish to Holders requesting a registration pursuant to this Section 1.22.1, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, howeverprovided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12)-month period and provided further, that the Company may not utilize this right more than once in any twelve-month period.
(d) In addition, the Company shall not be obligated to effect, or to take register any action to effect, any registration pursuant to this Section 1.2:
other of its shares during such one hundred twenty (i120) 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 effectiveday period; or
(iivi) During in any particular jurisdiction in which the period starting with the date thirty (30) days prior Company would be required to the Company's good faith estimate execute a general consent to service of the date of filing ofprocess in effecting such registration, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 1.3 hereof; provided that unless the Company is actively employing already subject to service in good faith all reasonable efforts to cause such registration statement to become effectivejurisdiction 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. (a) If Subject to the conditions of this Section 2.02, if the Company shall receive receive, at any time after six (6) months have elapsed following the effective date of the IPO, a written request from Shareholders holding at least a Holder seeking to register majority of the Registrable Securities having that are then outstanding and held by the Shareholders (for purposes of this Section 2.02, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars ($10,000,000) Registrable Securities with an anticipated aggregate offering price of at least US$50,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 2.02, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.52.02(a).
(b) 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 subsection 1.2(aSection 2.02(a) and the Company shall include such information in the written notice referred to in Section 2.02(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’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 (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 underwritingunderwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.22.02, if the underwriter underwriter(s) advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all the Holders of Registrable Securities which that would otherwise be underwritten pursuant heretothereto, 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 amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.02:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 2.02, and such registrations have been declared or ordered effective; or
(iii) 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 the date that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration subject to Section 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
(iv) 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 2.04 hereof; or
(v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 2.02 a certificate signed by the Chief Executive Officer Chairman of the Company 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 shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (12)-month period.
(d) In addition, ; and provided further that the Company shall not be obligated to effect, register any securities for the account of itself or to take any action to effect, any other shareholder during such ninety (90)-day period (other than a 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 relating solely to the Company's good faith estimate sale of the date securities of filing of, and ending on participants in a date ninety (90) days after the effective date ofCompany share plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) January 31, 2009 or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of thirty-five percent (35%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) , then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to on a pro rata basis based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) in any particular jurisdiction in which the foregoingCompany 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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, and ending on a date one hundred eighty (180) days following the effective date of, 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
(iv) 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
(v) 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 Company 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (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 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 2 contracts
Sources: Investors’ Rights Agreement (Synacor, Inc.), Investors’ Rights Agreement (Synacor, Inc.)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) of the Series B Preferred Stock (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a Holder seeking to register registration statement under the Act covering the registration of Registrable Securities having a value with an anticipated aggregate offering price of not less more than Ten Million Dollars ($10,000,000) 20,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by pursuant to this Section 1.2(a) to the Company Holders in accordance with Section 2.53.5.
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or
(iii) during the period starting with the date ninety (90) 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 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
(iv) 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
(v) 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 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (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 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 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Veeva Systems Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.2 if the Company shall receive at any time a written request from the Investor, requesting that the Company file a Holder seeking to register registration statement under the Act covering the registration of a portion of the Registrable Securities then outstanding having a value an aggregate price to the public (net of any underwriter’s discounts or commissions) of not less than Ten Million Dollars ($10,000,000) 25,000,000, then the Company shall:
(i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 sixty (60) days of the receipt of such request request, the registration under the Act of all Registrable Securities which that the Holders request to be registered, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request pursuant to the terms of this Agreement 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 fifteen (2015) days of the mailing of such notice by the Company in accordance with Section 2.54.5.
(b) If the Holder(s) initiating the registration request hereunder ("Initiating Holders") intend Investor 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 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a)(i). The underwriter will be selected by the Company after consultation with the Initiating Holders Investor and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by 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. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders Investor in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Investor shall so advise all Holders of Registrable Securities which 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 seeking registration, including electing to include shares in the Initiating Holders, offering in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting by the Investor shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) 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 Chief Executive Officer President of the Company stating that in the good faith judgment of a majority of the Board of Directors of the Company it would require the disclosure of material nonpublic information concerning the Company, it its business or prospects and that such premature disclosure would be seriously detrimental materially adverse to the Company, and/or materially interfere with a pending transaction involving the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer or a subsidiary or controlled Affiliate of the filing of such statementCompany, 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 HoldersInvestor; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (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 after the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared or ordered effective; or;
(ii) During during the period starting with the date thirty sixty (3060) days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a registration statement filed by the Company 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 be effective; or
(iii) if the Investor proposes 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: Investor Rights Agreement (Constellation Energy Group Inc), Investor Rights Agreement (Midamerican Energy Holdings Co /New/)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of thirty percent (30%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) , then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 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 underwritingunderwriting by those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which 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 first entirely 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 underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 ofother stockholder, and ending on a date shall not register any securities that are not Registrable Securities for the account of any Holder, during such ninety (90) days after day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) 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 a Holder seeking to register majority of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price, net of Selling Expenses, of at least $10,000,000) 25,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata 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 owned by all Holders seeking registration; provided, however, that 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 to be included in owned by all such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwritingrelated entities and individuals.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other stockholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If the Company shall receive at any time after December 31, 1996 a written request from the Investor that the Company file a Holder seeking to register registration statement under the Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities having a value of not less than Ten Million Dollars ($10,000,000) then held by the Investor, the Company shall:
(i1) within ten (10) 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
(ii2) use its best efforts to effect the registration under the Act file as soon as practicable, and in any event within 75 sixty (60) days of the receipt of such request request, and use all reasonable efforts to cause to become effective as soon as practicable, the registration under the Act of all Registrable Securities which the such Holders request to be registered, subject to the limitations of subsection 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 in accordance with Section 2.5.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection Subsection 1.2(a) and the Company shall include such information in the written notice referred to in Subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Registrable Securities sought to be registeredInitiating Holders. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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 Subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders 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 which would otherwise be underwritten pursuant heretoSecurities, 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) pro rata to the amount extent practicable, on the basis of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities requested to be registered among the participating holders of Registrable Securities, as is necessary in the opinion of the Company owned by all Holders seeking registration; provided, however, that managing underwriter(s) to reduce the number size of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwritingoffering.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statement, 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, however, that the Company may not utilize this right 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 1.2:
(i) After the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 1.2, excluding any registrations effected on Form S-3, and such registrations have been declared or ordered effective; provided, that the Company shall not be obligated to effect more than one registration pursuant to this Section 1.2 in any twelve (12) month period;
(ii) 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; or
(iiiii) During If the period starting with the date thirty (30) days prior Company delivers to the Company's good faith estimate Initiating Holders an opinion, in form and substance acceptable to such Initiating Holders, of counsel satisfactory to the Initiating Holders that the Registrable Securities requested to be registered by the Initiating Holders may be sold or transferred pursuant to Rule 144(k) 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 effectiveAct.
Appears in 2 contracts
Sources: Investor's Rights Agreement (Iat Multimedia Inc), Stock Purchase Agreement (Iat Multimedia Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) January 31, 2023 or (ii) six months following the IPO, a written request from the Initiating Holders that the Company file a Holder seeking to register registration statement under the Securities Act covering the registration of Registrable Securities having a value which would have an aggregate offering price of not less than Ten Million Dollars ($10,000,000) , then the Company shall:
shall within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Securities Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection Section 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by 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. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities 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 registrationallocated, including first, to the Initiating Holders, Holders and each Investor that participated in proportion (the underwriting as nearly as practicable) to a Holder on a pro rata basis based on the amount of Registrable Securities of the Company owned by each Holder seeking registration to the total number of Registrable Securities of held by the Company owned by Initiating Holders and participating Investors; and second, to the other Holders on a pro rata basis among all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwritingHolders.
(c) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the President and/or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously materially detrimental to the Company and its stockholders 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 period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (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 after the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared or ordered effective; or;
(ii) During during the six-month period starting with following the effective date of the registration statement pertaining to an IPO;
(iii) if, within thirty (30) days prior of a registration request by the Initiating Holders, the Company gives notice to the Company's good faith estimate Holders of the date of filing of, and ending on its intent to file or confidentially submit a date registration statement for an IPO within ninety (90) days after days; or
(iv) if the effective date of, Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a registration subject request made pursuant 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 effective1.10 below.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (IDEAYA Biosciences, Inc.), Investors’ Rights Agreement (Ideaya Biosciences, Inc.)
Request for Registration. (a) If at any time, the Company shall receive at any time a written request from the Holders (the "INITIATING HOLDERS") of at least a Holder seeking to register majority of the Registrable Securities having then held by the Investors that the Company file a value registration statement under the Securities Act covering the registration of not less than Ten Million Dollars ($10,000,000) Registrable Securities, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all remaining Holders; and
. Each of the remaining Holders may request, by written notice delivered to the Company within twenty (ii20) days after the date of delivery of the Company'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 its best all commercially reasonable efforts to effect the registration under the Act file, as soon as practicable, practicable and in any event within 75 forty-five (45) days of the receipt of such the request from the Initiating Holders, the registration under the Securities Act of all Registrable Securities which the Holders request thereof have requested to be 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 registered under this paragraph (the "Creative Agreement"a), within twenty (20) days of and to use all commercially reasonable efforts to cause the mailing of such notice by the Company in accordance with Section 2.5registration statement to become effective as soon as practicable thereafter.
(b) 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 subsection 1.2(aparagraph (a) and the Company shall include such information in the written notice to the remaining Holders referred to in paragraph (a). The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating participation in such underwriting and execution of an underwriting agreement approved by the Initiating Holders 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. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; providedPROVIDED, howeverHOWEVER, that the Company may not utilize this right more than once in any twelve-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 (30) 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.
(dc) In addition, the 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 If within the twelve (12) month prior to such registration, the Company has effected five registrations in the aggregate one (1) registration pursuant to this Section 1.2 and Section 1.12 and such registrations have registration has been declared or ordered effective; orPROVIDED, 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 during the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) 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 all 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. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after six (6) months after the effective date of the Initial Offering or a Direct Listing, a written request from the Holders of a Holder seeking to register majority of the Registrable Securities having then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 20,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 2.1, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.52.1(a).
(b) 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 subsection 1.2(athis Section 2.1, and the Company shall include such information in the written notice referred to in Section 2.1(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata 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 owned by all Holders seeking registration; provided, however, that or the underwriters may round the number of shares of Registrable Securities allocated to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from any Holder to the underwritingnearest one hundred (100) shares.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or
(v) 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 Company 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected or remain effective at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-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 (other than an Excluded Registration).
(d) In additionFor purposes of Subsection 2.1(c)(ii), the Company a registration shall not be obligated to effectcounted as “effected” if, 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 as a result of an exercise of the date underwriter’s cutback provisions in Subsection 2.1(b), fewer than twenty-five percent (25%) of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject total number of Registrable Securities that Holders have requested to Section 1.3 hereof; provided that the Company is actively employing be included in good faith all reasonable efforts to cause such registration statement to become effectiveare actually included.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (BillionToOne, Inc.), Investors’ Rights Agreement (BillionToOne, Inc.)
Request for Registration. (a) If Subject to the conditions of this Section 1.3, if the Company shall receive at any time after the earlier of (i) February 16, 2014, or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of fifty percent (50%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.3, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars ($10,000,000) Registrable Securities, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.3, use its best efforts to effect the registration under the Act file, as soon as practicable, and in any event within 75 ninety (90) days of the receipt of such request request, a registration statement under the Act of covering all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.3(a).
(b) 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 subsection 1.2(athis Section 1.3 and the Company shall include such information in the written notice referred to in Section 1.3(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by 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 (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. Notwithstanding any other provision of this Section 1.21.3, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registrationas follows: first, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of Registrable Securities of the Company owned by each Holder seeking registration to on a pro rata basis based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided(including the Initiating Holders) and second, however, that to the number of shares of Registrable Securities other securities to be included in such registration. In no event shall any Registrable Securities be excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.3:
(i) in any particular jurisdiction in which the foregoingCompany 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;
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.3, 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 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 after the effective date of such registration subject to Section 1.4, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective 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;
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 1.5 hereof; or
(v) 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 Company 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (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 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 2 contracts
Sources: Investors’ Rights Agreement (Inogen Inc), Investors’ Rights Agreement (Inogen Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of fifty percent (50%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 25,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’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 (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 underwritingunderwriting by those Initiating Holders holding at a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other stockholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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. (a) If at any time more than one hundred eighty (180) days after the initial public offering of the Company's securities, the Company shall receive at any time a written request from Qualifying Request that the Company file a Holder seeking to register Registrable registration statement under the Securities having a value of not less than Ten Million Dollars ($10,000,000) Act, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(iiHolders and shall, subject to the limitations of Section 2(b) use its best efforts to below, effect the registration under the Act as soon as practicable, and in any event within 75 sixty (60) days of the receipt of such request request, the registration under the Securities Act of all Registrable Securities which the Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.519 below; provided, however, that (i) Registrable Securities having at least a proposed aggregate offering price of $3,000,000 are to be registered, and (ii) the Company shall be obligated to effect only two (2) registrations pursuant to this Section 2(b); provided, further, that such notice shall be provided to all Investors holding registrable securities under the Investor Rights Agreement in accordance with the notice provisions of the Investor Rights Agreement who shall have participation rights in such registration under this section 2(a) equal to the Holders; provided, further, that in the event that a written qualifying request (as that term is defined in the Investor Rights Agreement) is made by Investors prior to the Company filing a registration statement in accordance with a Qualifying Request made under this Section 2(a), such Qualifying Request will be deemed withdrawn and shall not be consummated. Expect as otherwise provided in Section 6 hereof, registrations which are not consummated shall not be counted for this purpose.
(b) 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 part of their request made pursuant and the Company shall include such information in the written notice referred to subsection 1.2(ain Section 2(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participating participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by between the Initiating Holders making the Qualifying Request and such Holder) to the extent provided herein; provided, however, that each Investor holding registered securities shall be eligible to participate in such underwriting and the Holders' rights to participate in such underwriting will be subordinate in all respects to Investor's rights to participate in such underwriting. A majority in interest of the Holders and Investors participating in the underwriting shall, after consultation with the Board of Directors of the Company, select the managing underwriter or underwriters in such underwriting, such underwriter(s) to be reasonably satisfactory to the Company. All Holders and Investors proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(eSection 4(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for or such underwriting; provided, however, that no such Holder or Investor shall be required to make any representations or warranties except as they relate to such Holder's or Investor's ownership of shares and authority to enter into the underwriting agreement and to such Holder's or Investor's intended method of distribution, and the liability of such Holder or Investor shall be limited to an amount equal to the net proceeds from the offering received by such Holder or Investor. Notwithstanding any other provision of this Section 1.22, if the underwriter advises the Initiating Holders and Investors in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders and Investors shall so advise the Company and the Company shall so advise all Holders or Investors of Registrable Securities 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 (i) first to the Investors, (ii) then to the Holders making the Qualifying Request, and (iii) thereafter among all other Holders thereof seeking registration, including the Initiating Holdersthereof, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking such other Holder.
(c) In addition to any other rights to demand registration pursuant to this Section 2, Holders shall have the number right to demand on an unlimited basis that the Company, at the Company's expense, include any or all of their Registrable Securities Securities, in a registration statement on Form S-3 under the 1933 Act for the purpose of attempting to effect the Company owned by all Holders seeking registrationpublic sale of such shares; provided, however, that (i) such Holders making such a demand under this Section 2(c) own in the number aggregate at least five percent (5%) of shares of the Registrable Securities; (ii) Registrable Securities having at least a proposed aggregate offering price of $1,000,000 are to be included in such underwriting registered; (iii) Form S-3 is available with respect to the Registrable Securities; and (iv) the Company shall not be reduced unless all required to prepare and file a registration statement on Form S-3 for the purpose of attempting to effect the public sale of shares as provided for in this Section 2(c) more than once in any six (6) month period. The other securities which are not Registrable Securities are first entirely excluded from terms and conditions relating to a demand registration referred to in this Section 2, including, without limitation, any subordination to the underwritingrights of Investors shall be applicable to a demand registration referred to in this Section 2(c), as the same may be applicable.
(cd) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.22, a certificate signed by the Chief Executive Officer President of the 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 stockholders shareholders for such registration statement to be filed by reason of a material pending transaction 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 period of not more than ninety (90) days after receipt of the request of the Initiating such Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (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 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 1 contract
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time later than one hundred and eighty (180) days after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of forty percent (40%) or more of the Registrable Securities having then outstanding (the "Initiating Holders") that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars at least twenty percent ($10,000,00020%) of the Registrable Securities, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company's notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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 underwritingunderwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to on a pro rata basis based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). Any Registrable Securities to be included in excluded or withdrawn from such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded withdrawn from the underwritingregistration.
(c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) in any particular jurisdiction in which the foregoingCompany 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
(ii) after the Company has already effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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, and ending on a date ninety (90) days following the effective date of, 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
(iv) 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
(v) 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 Company 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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 and twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, 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-twelve (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 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 1 contract
Request for Registration. (a) If the Company shall receive at any time receive a written request from any Zell ▇▇▇iliates who are the Holders of at least 500,000 shares of Common Stock that the Company file a Holder seeking to register Registrable Securities having a value registration statement under the Act covering the registration of not less than Ten Million Dollars ($10,000,000) at least 500,000 shares of Common Stock, then the Company shall:
(i) , within ten (10) 10 days of after the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best efforts , and shall, subject to the limitations of Section 5.2(b), effect the registration under the Act as soon as practicable, and in any event within 75 days of practicable after the receipt of such request the registration under the Act of all Registrable Securities which the Holders request to be 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"), registered within twenty (20) 15 days of after the mailing of such notice by the Company in accordance with Section 2.59.3.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(athis Section 5.2 and the Company shall include such information in the written notice referred to in Section 5.2(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by 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 the Company as provided in subsection 1.4(eSection 5.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting by the Initiating Holders and reasonably acceptable to the Company. Notwithstanding The Company at its sole discretion may offer a right to participate in any registration statement filed pursuant to this Section 5.2 to other holders of Common Stock, and may itself participate in any registration statement filed pursuant to this Section 5.2. However, notwithstanding any other provision of this Section 1.25.2, if the offering is an underwritten offering and the lead managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of Common Stock to be underwritten, then (subject to any contrary provisions in registration rights agreements executed by the Initiating Holders Company prior to the date hereof) the total number of shares of Common Stock to be underwritten shall be reduced, with such reduction coming first from selling stockholders who are not Holders, and then from the Company. If further reduction is required, the Company shall so advise all Holders of Registrable Securities which that would have otherwise be been 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned sought to be registered by each Holder seeking registration Holder.
(c) The Company is obligated to the number of Registrable Securities of the Company owned by all Holders seeking registrationeffect only two such registrations pursuant to this Section 5.2; provided, however, that if, as a result of a reduction in the number size of shares an offering pursuant to Section 5.2(b), Holders are prevented from registering, in the aggregate, one-half of all of their Registrable Securities Securities, then the Company shall be obligated to be included in effect a third such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwritingregistration pursuant to this Section 5.2.
(cd) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 5.2 a certificate signed by the Chief Executive Executive, Chief Operating, or Chief Financial Officer of the Company stating that that, in the good faith judgment of the Board of Directors a majority of the CompanyDisinterested Directors, it would be seriously materially detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statementfiled, 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, however, that the Company may not utilize this right more than once twice in any twelve12-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 1 contract
Request for Registration. (a) If the Company shall receive receive, at any time after the earlier of January 1, 2006 or one hundred eighty (180) days following the consummation of the IPO, a written request from the Initiating Holders that the Company file a Holder seeking to register registration statement under the Securities Act covering the registration of the Series E Registrable Securities having a value then outstanding with an anticipated aggregate offering price, net of not less than Ten Million Dollars (underwriting discounts and commissions, which would exceed $10,000,000) 35,000,000, then the Company shall:
shall (i) within ten fifteen (1015) days of the receipt thereof, give written notice of such request to all Holders; and
Holders and (ii) use its best efforts to effect the registration under the Act prepare and file, as soon expeditiously as practicable, reasonably possible and in any event within 75 ninety (90) days of the receipt of such request request, such a registration statement with the SEC and use its best efforts to effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities which the Holders request to be registeredregistered in such request and as are specified by the Holders in a written request given within thirty (30) days after receipt of such written notice from the Company, subject to the limitations of subsection Section 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 in accordance with Section 2.5hereof.
(b) 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 subsection Section 1.2(a)) hereof, and the Company shall include such information in the written notice referred to in Section 1.2(a) hereof. The underwriter underwriter, which shall be an internationally recognized investment bank, will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Registrable Securities sought to be registeredInitiating Holders. The right of any Holder to include his or its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participating 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(eSection 1.6(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities Securities, which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities securities that may be included in the underwriting pursuant to this Section 1.2 shall be allocated in the following order:
(i) first, among all of the Holders of the Series E Registrable Securities requesting to participate in such underwriting (pro rata as between the Holders thereof seeking registration, including based upon the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Series E Registrable Securities of the Company then owned by each Holder seeking registration such Holder);
(ii) second, among all of the Holders of the Series B/C Registrable Securities requesting to participate in such underwriting (pro rata as between the Holders thereof based upon the number of Series B/C Registrable Securities of the Company then owned by all Holders seeking registrationeach such Holder); provided, however, that in any underwriting pursuant to this Section 1.2, the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration pursuant to this Section 1.2, 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 seriously detrimental to the Company and its stockholders shareholders for such a registration statement to be filed filed, to become effective or to remain effective, 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 period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize use this right more than once in any twelve-twelve (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 five initiated four (4) registrations pursuant to Section 1.2(a) and (A) such registrations have been declared or ordered effective and, with respect to the second such registration, at least ninety percent (90%) of the Registrable Securities sought to be registered by the Holders in such registration have been included in the aggregate final registration statement declared effective by the SEC or (B) such registrations have been withdrawn by the Holders registering shares therein (unless, in the case of a withdrawal, the Holders bear the Registration Expenses or such withdrawal is based on material adverse information, all as described in Section 1.8 below);
(ii) Within six (6) months after the effective date of the IPO or Qualified IPO, as applicable;
(iii) If the Company has given notice to the Holders of Registrable Securities within thirty (30) days after receipt of the registration request of the Company's intent to file a registration statement for a registered public offering within ninety (90) days; 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.
(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 Chief Executive Officer of the Company to the effect that (i) the Company is aware of nonpublic information relating to the Company that has not been disclosed in the registration statement either by incorporation of information included in documents filed by the Company with the SEC in accordance with the Exchange Act or by information included directly in the registration statement, and (ii) in the good faith judgment of the Company, the disclosure of such information in the registration statement is necessary such that the registration statement and the prospectus included therein do not misstate a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then each Holder expressly agrees not to effect any sales of Registrable Securities pursuant to such registration statement until such time as such Holder (I) is advised in writing by the Company that the use of the applicable prospectus contained in such registration statement may be resumed, (II) has received additional copies of a supplemental or amended prospectus, if applicable, and (III) has received copies of any additional or supplemental filings, if any, which are incorporated or deemed to be incorporated by reference in such prospectus. In addition, the Holders further agree not to effect any sales of Registrable Securities pursuant to a registration statement filed pursuant to this Section 1.2 and Section 1.12 and such registrations during any period in which the SEC shall have been declared effective; or
issued any order or communicated comments (iiwhether written or oral) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of Company in connection with such filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 1.3 hereof; provided or any other filings that the Company is actively employing may make in good faith all reasonable efforts connection therewith) that sales of any securities pursuant to cause such registration statement to become effectiveshould be delayed or suspended.
Appears in 1 contract
Request for Registration. (a) If the Company shall receive receive, at any time after the earlier of (i) May 31, 2010, and (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company, a written request from a Holder seeking to register the Holders of at least twenty percent (20%) of the Registrable Securities having then outstanding that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities pursuant to which the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000) , then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
Holders and shall, subject to the limitations of subsections 1.2(b), (iic) and (d), use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 days of practicable the receipt of such request registration under the Act of all Registrable Securities which the Holders request to be 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 registered within thirty (the "Creative Agreement"), within twenty (2030) days of the mailing of such notice by the Company in accordance with Section 2.53.5.
(b) If the Holder(s) Holders initiating the registration request hereunder ("“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 subsection 1.2(a). The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders (based on Registrable Securities requested to be included) and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 Holders, based on Registrable Securities requested to be included, 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. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right 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 1.2:
(i) After the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared or ordered effective; orprovided, however, that if a registration has become effective and is subsequently withdrawn from effectiveness at the request of at least a majority in interest of the Initiating Holders prior to the sale of any Registrable Securities under such registration because such Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to such Holders at the time the registration became effective and such Holders have requested the withdrawal of the registration’s effectiveness with reasonable promptness following disclosure by the Company of such material adverse change, then such registration shall not count as an effected registration for purposes of the two (2) registration limit referenced at the beginning of this sentence.
(ii) During the period starting with the date thirty sixty (3060) days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) 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 1 contract
Request for Registration. (a) If the Company shall receive at any time one year or more after the effective date of the Company's first underwritten public offering of shares of Common Stock pursuant to a registration statement in which the aggregate gross proceeds to the Company equal or exceeds $5,000,000 (the "Initial Public Offering") and prior to December 31, 2000, a written request from a Holder seeking to register the Holders of more than fifty percent (50%) of the Registrable Securities having then outstanding that the Company file a value registration statement under the Securities Act covering the registration of not less than Ten Million Dollars at least fifty percent ($10,000,00050%) of the Registrable Securities then outstanding, then the Company shall:
(i) within ten (10) days of the receipt thereof, shall promptly give written notice of such request to all Holders; and
Holders and shall, subject to the limitations of subsection 1.2 (ii) use its best efforts to b), effect as soon as practicable the registration under the Act as soon as practicable, and in any event within 75 days of the receipt of such request under the Securities Act of all Registrable Securities which the Holders request to be 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 registered within thirty (the "Creative Agreement"), within twenty (2030) days of the mailing of such notice by the Company in accordance with Section 2.5.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a). The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and approved by the Company, which approval shall not unreasonably be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of withheld. In such event, the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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 underwritingunderwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Holder shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting that such number of Registrable Securities to be included shall be allocated among all such Holders thereof seeking registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) The Company is obligated to effect only one (1) such registration pursuant to this Section 1.2.
(d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety (90) 60 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-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 1 contract
Request for Registration. (a) If the Company shall receive at any time a written request from a Holder seeking to register Registrable Securities having a value of not less than Ten Million Dollars ($10,000,000) Investor Request, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; Holders and
, subject to the limitations of Section 2(c) below, file (ii) use its best efforts to effect the registration under the Act as soon expeditiously as practicable, and in any event within 75 sixty (60) days of after the receipt of such request request) and use its best efforts to have declared effective a registration statement under the Securities Act of with respect to all Registrable Securities which the Holders request to be registered, subject registered by the giving of notice 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 within thirty (the "Creative Agreement"), within twenty (2030) days of after the mailing of the Company's notice referred to above, each such notice by the Company to be given in accordance with Section 2.518 below.
(b) 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 subsection 1.2(a). The underwriter will be selected by this Section 2 and the Company after consultation with shall include such information in the Initiating Holders and written notice referred to in Section 2(a); provided, however, that notwithstanding -------- ------- anything herein to the contrary, in no event shall the Company be reasonably acceptable required to Initiating Holders owning not less effect more than fifty percent (50%) one underwritten offering in any 12 month period. In the event of an underwritten offering, the Registrable Securities sought to be registered. The right of any Holder to include his or its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participating 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(eSection 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwritingunderwriting by a majority in interest of the Initiating Holders; provided, however, that no Holder shall be required to make -------- ------- any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder (whether by indemnification, contribution or otherwise) 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 1.22, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities 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 as follows: (i) first, among all the Holders thereof seeking registration, including the Initiating Holdersof Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by such Holders until such Holders have included in the underwriting all shares requested by such Holders to be included and (ii) thereafter among any other holders of Common Stock who have exercised their piggyback registration rights, if permitted hereunder, with respect to such registration.
(c) 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; provided, -------- further, that (x) CFE shall be entitled to demand only one (1) and Blue Truck ------- shall be entitled to demand only three (3) of such four (4) registrations and (y) Blue Truck or any of its Permitted Transferees eligible to make an Investor Request shall be entitled to make an Investor Request only with respect to at least twenty-five percent (25%) of the Registrable Securities outstanding as of such request. 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 one of the four (4) registrations required to be effected by the Company owned by each Holder seeking according to this Section 2(c). The Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 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 (in which case all Initiating Holders shall bear such expenses pro rata based upon the number of Registrable Securities of that were to be requested in the Company owned withdrawn registration by all Holders seeking registrationthe Initiating Holders); provided, however, -------- ------- that if at the number time of shares such withdrawal, the Initiating Holders have learned of Registrable Securities a material adverse change in the condition, business, or prospects of the Company different from that known to be included in the Initiating Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such underwriting material adverse change, then the Initiating Holders shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwritingrequired to pay any of such expenses and shall retain their rights pursuant to this Section 2.
(cd) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting registration pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety up to sixty (9060) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this -------- ------- right for more than once an aggregate of one hundred twenty (120) days in any twelve-twelve (12) month period.
(d) In addition; provided, further, that if at the Company shall not be obligated to effect, or to take time of any action to effect, any Investor -------- ------- Request for a registration pursuant to this Section 1.2:
(i) After 2, the Company has effected five registrations 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 aggregate Securities Act, no registration shall be required to be initiated 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 2 until ninety (90) days after the effective date of, a of such Company registration subject to Section 1.3 hereof; provided that unless the Company is actively employing in good faith all reasonable efforts no longer proceeding diligently to cause effect such registration statement and so long as the Company shall provide the Holders with the right to become effectiveparticipate 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 (General Electric Co)
Request for Registration. (a) If at any time and from time to time the Company shall receive at any time a written request from Investor Request that the Company file a Holder seeking to register Registrable registration statement under the Securities having a value of not less than Ten Million Dollars ($10,000,000) Act, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; Holders and
, subject to the limitations of Section 2(b) below, shall file (ii) use its best efforts to effect the registration under the Act as soon expeditiously as practicable, and in any event within 75 ninety (90) days of the receipt of such request in connection with the initial public offering of the Company's securities and within sixty (60) days of the receipt of any other such request) and use its best efforts to effect, a registration statement under the Securities Act of with respect to all Registrable Securities which the Holders request to be 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 registered within thirty (the "Creative Agreement"), within twenty (2030) days of the mailing of such notice by the Company in accordance with Section 2.519 below; provided; however, that a Holder shall not be entitled hereby to request, and the Company shall not be obligated to effect, a registration that would constitute the Company's initial registration of its common equity.
(b) 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 subsection 1.2(athis Section 2, and the Company shall include such information in the written notice referred to in Section 2(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participating 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. A majority in interest of the Holders of Registrable Securities participating in the underwriting, with the consent of the Company which shall not be unreasonably withheld, shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(eSection 4(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder 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 1.22, if the underwriter advises the Initiating Holders in writing a Holder that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Holder shall so advise the Company and the Company shall so advise all Holders of Registrable Securities 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 as follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, (ii) second, among all Holders thereof seeking registrationother holders of Common Stock, including if any, that have the Initiating Holdersright and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of Common Stock owned by such holders and (iii) third, any Common Stock being registered by the Company. Without the consent of a majority in interest of the Holders of Registrable Securities participating in a registration referred to in Section 2(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of the Company owned by each Holder seeking registration to such other securities would result in a reduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering.
(c) The Company owned by all Holders seeking registrationshall be obligated to effect only three (3) registrations pursuant to an Investor Request under this Section 2 (an offering which is not consummated shall not be counted for this purpose); provided, however, that in each case the number of shares Company shall be obligated to effect as many registrations (but not more than one (1) per six-month period) as may be requested by Holders of Registrable Securities pursuant to be included any Investor Request in the event and so long as (i) each such underwriting shall not be reduced unless all other securities which are not registration includes Registrable Securities are first entirely excluded from with an aggregate value (as of the underwriting.
time of request) of at least one million dollars (c$5,000,000) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting and (ii) registration pursuant to this Section 1.2, 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 seriously detrimental to the Company and its stockholders for such Form S-3 or any similar "short-form" registration statement to be filed and it is therefore essential to defer the filing of such statement, 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, however, that the Company may not utilize this right more than once in any twelve-month periodavailable.
(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 1 contract
Sources: Registration Rights Agreement (Atrium Companies Inc)
Request for Registration. (a) If the Company shall receive at any time after July 31, 1997, a written request from the Holders that the Company file a Holder seeking registration statement under the Act for a public offering in which the aggregate proceeds from the offering payable to register Registrable Securities having a value of not less than Ten Million Dollars (such Holders would exceed $10,000,000) , then the Company shall:
(i) shall use its commercially reasonable efforts to, within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(iiHolders and shall, subject to the limitations of subsection 1.2(b) use its best efforts to hereof, effect the registration under the Act as soon as practicable, and in any event shall use its commercially reasonable efforts to effect within 75 one hundred twenty (120) days of the receipt of such request request, the registration under the Act of all Registrable Securities which the Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.53.5 hereof.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a)) hereof. The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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)) hereof) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statement, 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, however, that the Company may not utilize this right 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 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 1 contract
Sources: Investor Rights Agreement (Star Telecommunications Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) [April , 2012] or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of thirty percent (30%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) , then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by two-thirds (2/3rds) 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 underwritingunderwriting by two-thirds (2/3rds) in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected three (3) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month period.
twelve (d) In addition, 12)-month period and provided further that the Company shall not be obligated 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 effectthe sale of securities of participants in a Company stock plan, or a registration relating 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 a corporate reorganization or transaction under Rule 145 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 effectiveAct.
Appears in 1 contract
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) two (2) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of fifty percent (50%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 15,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 within thirty (the "Creative Agreement"), within twenty (2030) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 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 shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (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 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 1 contract
Request for Registration. (a) If If, after the earlier of (i) the second anniversary of the date of this Agreement or (ii) one hundred eighty (180) days after the initial public offering of the Company's securities, the Company shall receive at any time a written request from Qualifying Request that the Company file a Holder seeking to register Registrable registration statement under the Securities having a value of not less than Ten Million Dollars ($10,000,000) Act, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(iiHolders and shall, subject to the limitations of Section 2(b) below, use its best efforts to effect prepare and file with the registration under the Act SEC as soon expeditiously as practicable, and in any event within 75 sixty (60) days of the receipt of such request request, a registration statement under the Securities Act of with respect to all Registrable Securities which the Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.519 below.
(b) 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 subsection 1.2(athis Section 2 and the Company shall include such information in the written notice referred to in Section 2(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participating 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. A majority in interest of the Initiating Holders shall select the managing underwriter or underwriters in such underwriting subject to approval by the Company, which approval shall not be unreasonably withheld. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(eSection 4(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwritingunderwriting by a majority in interest of the Initiating Holders; PROVIDED, HOWEVER, that none of the JPM Investors (or any of their Permitted Transferees) or Clipper Investors (or any of their Permitted Transferees) shall be required to make any representations or warranties except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder 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 1.22, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities 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 as follows: (i) eighty percent (80%) of such number of shares shall be allocated among all the Holders thereof seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Investor Securities of the Company owned by each Holder seeking registration that have elected to participate in such underwritten offering, pro rata according to the number of Registrable Investor Securities held by each such Holder, and (ii) twenty percent (20%) of such number of shares shall be allocated among the Company owned by all Holders seeking registration; providedof Registrable Founder Securities that have elected to participate in such underwritten offering, however, that pro rata according to the number of shares Registrable Founder Securities held by each such Holder. Without the consent of a majority in interest of the Initiating Holders, no securities other than Registrable Securities to shall be included in covered by such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwritingregistration.
(c) The Company shall be obligated to effect only three (3) registrations pursuant to this Section 2 (an offering which is not consummated for any reason shall not be counted for this purpose); PROVIDED, HOWEVER, that the Company shall be obligated to effect as many registrations as may be requested by Holders of Registrable Investor Securities pursuant to any Qualifying Request in the event and so long as (i) registration pursuant to Form S-3 or any similar "short-form" registration statement is available and (ii) the registration covers Registrable Securities which, together with other securities of the Company entitled to inclusion in such registration, are proposed to be sold at an aggregate price to the public of not less than five million dollars ($5,000,000). The Company shall not be obligated to effect more than one (1) registration (other than "short-form" registrations pursuant to Form S-3 or any similar "short-form" registration statement) pursuant to this Section 2 in any twelve (12) month period. If any registration is commenced pursuant to this Section 2 and is not consummated for any reason whatsoever (a "Failed Registration"), such Failed Registration shall not be deemed to constitute a registration under this Section 2(c) and the Holders shall retain their rights pursuant to this Section 2 to make Qualifying Requests; PROVIDED, HOWEVER, that expenses in connection with any Failed Registration shall be paid in accordance with Section 6 hereof.
(d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.22, a certificate signed by the Chief Executive Officer President of the 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 stockholders shareholders for such registration statement to be filed by reason of a material pending transaction 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 period of not more than ninety (90) days after receipt of the request of the Initiating Holders; providedPROVIDED, howeverHOWEVER, that the Company may not utilize this right more than once in any twelve-twelve (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 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 1 contract
Request for Registration. (a) If the Company shall receive at any time after December 31, 1999, a written request from a Holder seeking to register (i) the Holders of at least fifteen percent (15%) of the Registrable Securities having then outstanding, or (ii) the holders of at least thirty percent (30%) of the Company's Series J Preferred Stock then outstanding, that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars ($10,000,000) the Registrable Securities then outstanding, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 120 days of the receipt of such request request, the registration under the Act of all Registrable Securities which that the Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.5paragraph 3.5, provided that the Registrable Securities requested by the Holders to be registered pursuant to such request must either (i) be at least fifteen percent (15%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price of not less than $5,000,000.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Registrable Securities sought Initiating Holders, provided that such underwriter shall be of nationally recognized standing and shall agree to be registeredfirmly underwrite such offering. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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. Notwithstanding any other provision provisions of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting . In a registration pursuant to this Section 1.21.2(a)(ii), if Registrable Securities held by a certificate signed by Series J Investor are excluded from 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statement, 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, however, that the Company may not utilize this right 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 1.2:
(i) After the Company has effected five registrations previous sentence as a result of election of Holders other than Series J Investors to participate in the aggregate pursuant registration, then that registration will not be deemed 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, be a registration subject to requested by the Series J Investors for the purposes of Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective1.2(d)(ii).
Appears in 1 contract
Request for Registration. (a) 2.1 If the Company Targanta U.S. shall receive at any time after the date that is 180 days after the effective date of the Initial Offering a written request from the Holders of at least a Holder seeking to register majority of the Registrable Securities having then outstanding (the “Initiating Holders”) that Targanta U.S. file a value registration statement under the Act, provided the Registrable Securities as to which each registration is so requested have a proposed aggregate offering price to the public of not less than Ten Million Dollars ($10,000,000) at least US$30,000,000, then the Company shall:
(i) within ten (10) days of the Targanta U.S. shall immediately upon receipt thereof, give written notice of such request to all Holders; and
(ii) , and shall, subject to the limitations of this Section 2, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be registered, registered (subject to the any limitations of subsection 1.2(bin this Agreement) 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"), in a written request received by Targanta U.S. within twenty (20) 30 days of the mailing of such notice by the Company in accordance with Section 2.5Targanta U.S. pursuant to this subsection 2.1.
(b) 2.2 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 Targanta U.S., in writing, as a part of their written request made pursuant to this Section 2 and Targanta U.S. shall include such information in the written notice referred to in subsection 1.2(a)2.1. The underwriter will be selected by the Company after consultation with the Initiating Holders Targanta U.S. and shall be reasonably acceptable to the Initiating Holders owning not less than fifty percent (50%) holding at least 60% of the Registrable Securities sought to be registeredsold in such offering. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned conditional upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by 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 Targanta U.S. as provided in subsection 1.4(e)5.1.5) enter into an underwriting agreement in customary form with form, and reasonably acceptable to such Initiating Holders. A Holder may elect to include in such underwriting all or a part of the underwriter or underwriters selected for such underwritingRegistrable Securities it holds. Notwithstanding any other provision of this Section 1.22, if the underwriter advises the Initiating Holders in writing Targanta U.S. that marketing factors require a limitation of the number of shares to be underwrittenunderwritten (including Registrable Securities), then the Initiating Holders Targanta U.S. shall so advise all Holders of Registrable Securities which 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 to the Holders of such Registrable Securities on a pro rata basis based on the number of shares of Preferred Stock and Exchangeable Shares held by all such Holders thereof seeking registration, (including the Initiating Holders). If all such shares are included in the underwritten offering, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of additional 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 the Company owned shares of Preferred Stock and Exchangeable Shares held by all such Holders seeking registration(including the Initiating Holders). If all such shares are included in the underwritten offering, the number of additional 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 shares of Common Stock and Common Exchangeable Shares held by all such Holders (including the Initiating Holders); provided, however, that in no event shall securities of the number Holders be excluded unless all securities of shares of all other shareholders and Targanta U.S. are first entirely excluded. Any Registrable Securities to be included in excluded or withdrawn from such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded withdrawn from the underwriting.
(c) registration. Notwithstanding the foregoing, if the Company Targanta U.S. shall furnish to Holders requesting within 10 days of receipt of a written request for registration pursuant to this Section 1.22, a certificate signed by the Chief Executive Officer chief executive officer of the Company Targanta U.S. stating that in the good faith judgment of the Board of Directors of the Company, Targanta U.S. it would be seriously detrimental contrary to the Company best interest of Targanta U.S. and its stockholders the Canadian Corporations, taken as a whole, for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, the Company Targanta U.S. 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 written request of the Initiating Holders, provided that such right to delay a written request shall be exercised by Targanta U.S. not more than once in any 12-month period.
2.3 Targanta U.S. shall not be required to effect a registration pursuant to subsection 2.1 if Targanta U.S. has effected three registrations pursuant to subsection 2.1, and such registrations have been declared or ordered effective.
2.4 In addition to the rights provided for in subsection 2.1, in the event the Investors own Registrable Securities at such time as Targanta U.S. shall have qualified for the use of Form S-3, the Investors shall have the right to request an unlimited number of, and Targanta U.S. shall file, additional registrations on Form S-3; provided, however, that the Company may not utilize this right more than once in any twelve-month period.
(d) In addition, the Company Targanta U.S. shall not be obligated to effect, or file and cause to take any action to effect, become effective any registration statement on Form S-3 (i) where the proposed aggregate offering price of the Registrable Securities to be sold is less than US$3,000,000 or (ii) if, within the calendar year of the request for registration on Form S-3 by the Investors pursuant to this Section 1.2:
(i) After the Company subsection 2.4, Targanta U.S. has effected five registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 two such registrations, and such registrations have been declared or ordered effective; or
(ii) During . Whenever Targanta U.S. is required by this subsection 2.4 to effect the registration of the Registrable Securities, each of the procedures and requirements of subsections 2.1 and 2.2, including but not limited to the requirement that Targanta U.S. notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering, shall apply to the registration under this subsection 2.4, provided, however, that the period starting with of time in which such Holders are entitled to notify Targanta U.S. in writing of their intention to participate shall be 15 days instead of 30 days.
2.5 If, however, after 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 12th full calendar month after the effective date ofof the Initial Offering, Targanta U.S. is not eligible for the use of Form S-3 for secondary sales and the Investors shall thereafter make a request in writing to effect the registration subject under the Act of an offering of Registrable Securities pursuant to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable subsection 2.4, Targanta U.S. shall, as expeditiously as practicable, use its best efforts to cause effect the registration, on a form of general use under the Act, of all of the shares of Registrable Securities that Targanta U.S. has been requested to register and such registration statement shall be in addition to become effectivethe number of registrations provided in subsection 2.3.
Appears in 1 contract
Sources: Registration Rights Agreement (Targanta Therapeutics Corp.)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of at least fifty percent (50%) of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 20,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 within ten (the "Creative Agreement"), within twenty (2010) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by at least fifty percent (50%) of the Initiating Holders Holders, such Holder and such Holderthe 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 underwritingunderwriting by those Initiating Holders holding at least fifty percent (50%) of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.2, 1.2 a certificate signed by the Chief Executive Officer Company’s President or Chairman of the Company Board of Directors 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, 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 obligated required to effectbe included in a registration statement covering the sale of the Registrable Securities, or to take any action to effect, any a registration pursuant to this Section 1.2:
(i) After in which 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 effectiveonly Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or
(iivi) During If the period starting with Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the date thirty Initiating Holders (30) days prior subject to the Company's good faith estimate consent of the date of filing of, and ending on a date ninety Company); or
(90vii) days after the effective date of, a registration subject to Section 1.3 hereof; provided that If the Company is actively employing and the Initiating Holders are unable to obtain the commitment of the underwriter described in good faith all reasonable efforts clause (c)(vi) above to cause such registration statement to become effectivefirmly underwrite the offer.
Appears in 1 contract
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of the Purchase Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of a Holder seeking to register majority of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000) 7,500,000), then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of 3 this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) 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; (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have 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 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; (iv) 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 (v) 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 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other stockholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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 1 contract
Sources: Investors’ Rights Agreement
Request for Registration. (a) If At any time and from time to time commencing one year after the last sale of shares in the Current Offering, or if the Current Offering is terminated prior to any sale of shares under the related registration statement, then commencing on the date that the Current Offering is withdrawn from SEC registration, each Stockholder on two occasions may deliver to the Company shall receive at any time a written request from that the Company file a Holder seeking to register registration statement under the 1933 Act covering the registration of Registrable Securities having a value with an anticipated aggregate offering price, net of underwriting discounts and commissions, of not less than Ten Million Dollars ($10,000,000) then 20,000,000, in which case the Company shall:
(i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 60 days of the receipt of such request request, the registration under the 1933 Act of all Registrable Securities which the Holders request to be 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"1.3(b), within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.5Company.
(b) If The underwriter of any registration under this Section 1.3(b) will be selected by the Holder(sCompany and shall be reasonably acceptable to a majority in interest of the of the Stockholder(s) initiating the registration request hereunder ("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 part of their request made pursuant to subsection 1.2(aStockholders”). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through participating in such underwriting registration shall (together with the Company as provided in subsection 1.4(e)Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.21.3, if the underwriter advises the Initiating Holders Stockholders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Stockholders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretoparticipating in such registration, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof seeking registrationthereof, including the Initiating HoldersStockholders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders the Initiating Stockholders requesting a registration statement pursuant to this Section 1.21.3, a certificate signed by a majority of the Chief Executive Officer members of the Board of Directors of the 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 stockholders for such registration statement to be filed and it therefore 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 period of not more than ninety (90) 120 days after receipt of the request of the Initiating HoldersStockholders; provided, however, that the Company may not utilize this right more than once in any twelve12-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 1.21.3:
(i) After the Company has effected five a total of four registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 1.3 (no more than two of which registrations may be initiated by any one Stockholder) and such registrations have been declared effective; oror ordered effective by the SEC;
(ii) During the period starting with the date thirty sixty (3060) days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a registration subject to Section 1.3 1.2 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(iii) At any time prior to one year following the date that the registration statement relating to any registration requested pursuant Section 1.3 is declared or ordered effective by the SEC; or
(iv) Unless the offering that is the subject of the registration is underwritten on a firm-commitment basis by a nationally recognized investment banking firm (or syndicate managed by such a firm).
Appears in 1 contract
Sources: Registration Rights Agreement (Inet Technologies Inc)
Request for Registration. (a) If the Company shall receive at any time after six (6) months from the effective date of the 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 a Holder seeking to register majority of the Series B Registrable Securities having and Series C Registrable Securities or a value majority of the Series D Registrable Securities that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price, net of underwriters' discounts and commissions, of not less than Ten Million Dollars ($10,000,000) 5,000,000, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
Holders (iiwho shall have the right to participate in such registration) use its best efforts and shall, subject to the limitations of subsection 1.2(b), effect the registration under the Act as soon as practicable, and in any event shall use its best efforts to effect within 75 sixty (60) days of the receipt of such request request, the registration under the Act of all Registrable Securities which the Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.53.5.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Registrable Securities sought to be registeredInitiating Holders. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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 approved for such underwritingunderwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned requested to be included by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all securities other securities which are not than Registrable Securities are first entirely excluded from the underwriting.
(c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2 (one (1) initiated by holders of a majority of the Series B Registrable Securities and Series C Registrable Securities and one (1) initiated by holders of a majority of the outstanding Series D Registrable Securities) and is not obligated to effect a demand registration pursuant to this Section 1.2 until at least six (6) months have elapsed from a prior registration whether pursuant to this Section 1.2 or otherwise.
(d) 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 Chief Executive Officer President of the 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statementregistration statement and stating the reasons therefor, 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, however, that the Company may not utilize this right 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 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 1 contract
Sources: Investors' Rights Agreement (Rubios Restaurants Inc)
Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) April 17, 2013 or (ii) six months after the effective date of the Qualified IPO, a written request from the Holders of a Holder seeking to register majority of the Registrable Securities having then outstanding (the “Initiating Holders”) that the Company file a value registration statement under the Securities Act covering the registration of not less than Ten Million Dollars ($10,000,000) Registrable Securities with an anticipated aggregate offering price of at least U.S.$10 million, then the Company shall:
(i) , within ten (10) 20 days of the receipt thereofreceiving such request, give written notice of such request to all Holders; and
(ii) Holders and shall, subject to the limitations of subsection 2.2(b), use its best all commercially reasonable efforts to effect the a registration statement under the Securities Act as soon as practicable, and in any event within 75 days of the receipt of such request under the Act of covering all Registrable Securities which the Holders request to be 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"), registered within twenty (20) 20 days of the mailing of such notice by the Company in accordance with Section 2.5Company.
(b) 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 2.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a2.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and Company, which underwriter shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Holders whose Registrable Securities sought are to be registeredincluded in the underwriting. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.22.2, if the underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities 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 participating Holders thereof seeking registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of participating Holder. In no event shall any Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded from such offering. Any Registrable Securities are first entirely excluded from the underwritingor withdrawn from such underwriting shall be withdrawn from registration.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.22.2, a certificate signed by the Chief Executive Officer President of the 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statementfiled, 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, however, that the Company may not utilize this right more than once in any 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 (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, 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 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 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 1.22.2:
(i) After the Company has effected five 3 registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 2.2 and such registrations have been declared or ordered effective; or;
(ii) During the period starting with the date thirty (30) 60 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date ninety (90) 90 days after the effective date of, a registration subject to Section 1.3 2.3 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 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;
(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; 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 1 contract
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time six (6) months after the Effective Date, a written request from a Holder seeking to register the Holders of fifty percent (50%) or more of the Registrable Securities having then outstanding (the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) , then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by a majority of the participating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to on a pro rata basis based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration(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 which are not Registrable Securities of the Company are first entirely excluded from the underwritingunderwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) in any particular jurisdiction in which the foregoingCompany 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
(ii) after 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 beginning twelve (12) months following the Effective Date, for so long as the Company does not satisfy the eligibility requirements for utilization of a registration statement on Form S-3, the Company shall be required to effect a registration pursuant to this Section 1.2 unless the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations for the Holders pursuant to this Section 1.2); or
(iii) 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 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
(iv) 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
(v) 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 Company 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 stockholders shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, 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-month twelve (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 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 1 contract
Sources: Registration Rights Agreement (Theravance Biopharma, Inc.)
Request for Registration. (a) 9.2.1 If the Company shall receive at any time after June 30, 2001 a written request from the Holders of a Holder seeking to register majority of the Registrable Securities having then outstanding that the Company file a value registration statement under the Securities Act covering the registration of not less than Ten Million Dollars at least twenty-five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000) ), then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) Holders and shall, subject to the limitations of subsection 9.2.2, use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Securities Act of all Registrable Securities which the Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.510.1.
(b) 9.2.2 If the Holder(s) Holders initiating the registration request hereunder ("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 9.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a)9.2.
1. The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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)9.5.5) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.29.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) 9.2.3 Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.29.2, a certificate signed by the Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period.
(d) 9.2.4 In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.29.2:
(ia) After the Company has effected five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 9.2 and such registrations have been declared or ordered effective; or;
(iib) During the period starting with the date thirty sixty (3060) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a registration subject to Section 1.3 9.3 hereof; provided that the Company is actively employing in good faith all 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 9.4 below.
Appears in 1 contract
Sources: Note Conversion Agreement (Nextera Enterprises Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) June 6, 2016 or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of fifty-one percent (51%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars ($10,000,000) Registrable Securities, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking (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; provided, however, that . If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting shall will not thereby be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwritinglimited.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month period.
twelve (d) In addition, 12)-month period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself or to take any action to effect, any other stockholder during such one hundred twenty (120) day period (other than a 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 relating solely to the Company's good faith estimate sale of the date securities of filing of, and ending on participants in a date ninety (90) days after the effective date ofCompany stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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 1 contract
Request for Registration. (a) If the Company shall receive at any time after September 1, 2002 a written request from the Holders of a Holder seeking to register majority of the Registrable Securities having then outstanding that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars [** ] the Registrable Securities then outstanding ($10,000,000) or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed [** ]), then the Company shall:
(i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 60 days of the receipt of such request request, the registration under the Act of all Registrable Securities which the Holders request to be 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 in accordance with Section 2.53.5.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statement, 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, however, that the Company may not utilize this right 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 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.owned
Appears in 1 contract
Sources: License and Supply Agreement (Advanced Tissue Sciences Inc)
Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) December 31, 2001 or (ii) ninety (90) days after the IPO, a written request from a Holder seeking to register the Holders of securities constituting, directly or upon conversion or exercise, at least twenty-five percent (25%) of the then Registrable Securities having that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars securities constituting, directly or upon conversion or exercise, at least twenty-five percent ($10,000,00025%) of the then Registrable Securities, the Company shall:
(i) within ten (10) days of the receipt thereof, give written notice notice, in accordance with Section 5.5 hereof, of such request to all Holders; and
(ii) use its best efforts to effect the registration under the Act file as soon as practicable, and in any event within 75 sixty (60) days of the receipt of such request under the Act of request, a registration statement pertaining to all Registrable Securities which the Holders request to be registered, subject to the limitations of subsection 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 and use its best efforts to cause such notice by the Company in accordance with Section 2.5registration statement to become effective as soon as practicable.
(b) If the Holder(s) Holders initiating the registration request hereunder (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 subsection Subsection 1.2(a) and the Company shall include such information in the written notice referred to in Subsection 1.2(a)(i). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) holding a majority of the Registrable Securities sought to be registeredregistered (a "majority- in-interest" of the Initiating Holders). The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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 (together with the Company as provided in subsection Subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting registration pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company 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 stockholders 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 period of not more than ninety (90) 60 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-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 five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 1.2, excluding any registrations effected on Form S-3, and such registrations have been declared or ordered effective;
(ii) 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; or
(iiiii) During If the period starting with the date thirty (30) days prior Company delivers to the Company's good faith estimate Initiating Holders an opinion, in form and substance acceptable to such Initiating Holders, of counsel satisfactory to the Initiating Holders that the Registrable Securities requested to be registered by the Initiating Holders may be sold or transferred pursuant to Rule 144(k) 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 effectiveAct.
Appears in 1 contract
Sources: Investors' Rights Agreement (Somnus Medical Technologies Inc)
Request for Registration. (a) If the Company shall receive at any time 180 days after the date hereof a written request from the Holders of a Holder seeking to register majority of the Registrable Securities having then outstanding that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars at least fifty percent (50%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000) 40,000,000, then the Company shall:
(i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and;
(ii) use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 sixty (60) days of the receipt of such request request, the regis tration under the Act of all Registrable Securities which that the Holders request to be 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 in accordance with Section 2.5; and
(iii) effect such registration, at the election of the Holders, through either (A) an underwritten public offering or (B) a shelf registration pursuant to Rule 415 under the Act (a "Shelf Registration").
(b) If the Holder(s) Holders initiating the registration request hereunder hereun der ("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 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter under writer will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statement, 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, however, that the Company may not utilize this right 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 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.this
Appears in 1 contract
Sources: Registration Rights Agreement (Net Perceptions Inc)
Request for Registration. (a) If the Company shall receive at any time after the one year anniversary date of the Note Closing Date, a written request from a Holder seeking to register one or more Holders representing at least 25% of the Registrable Securities then outstanding, that the Company file a registration statement under the Securities Act covering the registration with respect to all or a part of the Registrable Securities then outstanding, having a value an aggregate offering price, net of not less than Ten Million Dollars (underwriting discounts and commissions, of at least $10,000,000) then 3,000,000, the Company shall:
, within fifteen (i) within ten (1015) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best efforts Holders of Registrable Securities identified to effect the registration under Company in accordance with Section 6.12 and shall, subject to the Act limitations of Section 6.2(d), file as soon as practicable, and in any event within 75 one hundred twenty (120) days of the receipt of such request request, a registration statement under the Securities Act of covering all Registrable Securities which the such Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.58.7 of this Agreement. Any registration statement filed pursuant to under this Section 6.2 may, subject to the provisions of Section 6.2(b), include securities of the Company other than Registrable Securities.
(b) If the Holder(s) Holders of Registrable Securities initiating the registration request hereunder pursuant to Section 6.2(a) ("Initiating HoldersINITIATING 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 subsection 1.2(athis Section 6.2 and the Company shall include such information in the written notice referred to in Section 6.2(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any such Holder to include his or its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participating 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(eSection 6.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision underwriting by a majority in interest of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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) which underwriter or underwriters shall be reasonably acceptable to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of Company. If the Company, it would be seriously detrimental to the Company and on its stockholders for own behalf or on behalf of other holders of securities other than Registrable Securities, requests inclusion in such registration statement to be filed and it is therefore essential to defer the filing of such statementRegistration, 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, howeverto the extent they deem advisable and consistent with the goals of such Registration, that shall, on behalf of all Holders, offer to include such securities other than Registrable Securities in the Company underwriting (the "OTHER SECURITIES") and may not utilize this right more than once in any twelve-month period.
(d) In addition, condition such offer on the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to acceptance by such persons of the terms of 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 effective6.
Appears in 1 contract
Sources: Convertible Secured Note, Option and Warrant Purchase Agreement (Supergen Inc)
Request for Registration. (a) If the Company shall receive at any time a written request from a Holder seeking to register Registrable Securities having a value of not less than Ten Million Dollars ($10,000,000) then the Company shall:
(i) within ten At any time and from time to time after the purchase of Shares hereunder, the Holder(s) of Registrable Securities (10the "Initiating Holder(s)") days may request registration under the Securities Act of all or a portion of its or their Registrable Securities, provided that the anticipated aggregate offering price of the receipt thereofRegistrable Securities to be sold, give written notice including underwriting discounts and commissions, is at least $1,500,000. Such request must specify the number of such request Registrable Securities requested to all Holders; andbe registered by the Initiating Holder(s).
(ii) use Subject to the other terms of this Section 8 (including, without limitation, Section 8.1(g)), using its diligent best efforts to effect the registration under the Act efforts, and as soon as practicable, and in any event within 75 days reasonably practicable after receipt of the request for registration under Section 8.1(b)(i) (but in no event later than sixty (60) days after receipt of such request request), the Company shall prepare and file a registration statement with the Commission under the Securities Act to register the offer and resale of all the number of Registrable Securities which specified in such request and shall secure the Holders request to be 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 effectiveness of such notice by the Company in accordance with Section 2.5registration statement as soon as reasonably practicable thereafter.
(biii) If the Initiating Holder(s) initiating the registration request hereunder ("Initiating Holders") intend to distribute the Registrable Securities covered by their request under Section 8.1(b)(i) by means of an underwriting, they shall so advise the Company as part of their request made pursuant to subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredunder such Section. The right of any Holder Initiating Holder(s) to include his or its Registrable Securities securities in such registration shall be conditioned upon such Holder's participating in such underwriting and the inclusion of such Holder's Registrable Securities securities in the underwriting (unless otherwise mutually agreed by the underwriting. The Initiating Holders and such HolderHolder(s) 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 representative of the underwriter(s) selected for such underwritingby a majority in interest of the Initiating Holder(s) and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if If the underwriter determines and advises the Initiating Holders in writing Holder(s) that marketing factors require a limitation of the number of shares of Registrable Securities to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number numbers of shares of Registrable Securities to be included in such underwriting the registration statement by the Initiating Holder(s) shall not be reduced unless all other securities which are not pro rata among such Initiating Holder(s) (based on the respective amounts of Registrable Securities are first entirely excluded from then held by such Initiating Holder(s)). If any Initiating Holder disapproves of the terms of the underwriting, such Initiating Holder may elect to withdraw therefrom by written notice to the underwriter and the Company.
(civ) The Company is obligated to effect no more than one (1) registration for the Purchaser or its transferees or assignees during any six (6) month period. Notwithstanding the foregoing, if the Company shall furnish furnishes to Holders requesting registration pursuant to this Section 1.2, the Initiating Holder(s) a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board board of Directors directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such statementfiling, 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 such certificate by the Initiating HoldersHolder(s); provided, however, that the Company may not utilize this deferral right more than once in any twelve-twelve (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 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 1 contract
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) September 27, 2002 or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least a Holder seeking to register majority of the Registrable Securities having then outstanding (the "Initiating Holders") that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars at least fifty percent (50%) of the Registrable Securities or a lesser percent if the anticipated aggregate offering price (net of underwriting discounts and commissions) would be at least $10,000,000) 7,500,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company's notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to on a pro rata basis based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). Any Registrable Securities to be included in excluded or withdrawn from such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded withdrawn from the underwritingregistration.
(c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) in any particular jurisdiction in which the foregoingCompany 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 may be required under the Act; or
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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, and ending on a date one hundred eighty (180) days following the effective date of, 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
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 1.4 hereof; or
(v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of the Company Company's President 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, 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-month twelve (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 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 1 contract
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement, (ii) six (6) months after the effective date of the Initial Offering or (iii) three (3) months after the Direct Listing, a written request from a Holder seeking to register the Holders of thirty percent (30%) of the Registrable Securities having (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 120,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, if the Company shall furnish not be required to Holders requesting effect a registration pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer of : (i) in any particular jurisdiction in which the Company 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 stockholders for such registration statement to except as may be filed and it is therefore essential to defer required under the filing of such statement, Act; or
(ii) after the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety has effected two (902) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right 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 registrations 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 or ordered 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 1 contract
Sources: Investors’ Rights Agreement (Chime Financial, Inc.)
Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time a written request from a Holder seeking to register the Holders of at least fifty percent (50%) of the Registrable Securities having then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 50,000,000, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 2.1, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.52.1(a).
(b) 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 subsection 1.2(athis Section 2.1, and the Company shall include such information in the written notice referred to in Section 2.1(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.2 below; provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or ||
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or
(v) 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 Company 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected or remain effective at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (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 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 1 contract
Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) July 30, 1995, or (ii) one (1) year after the effective date of the 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 a Holder seeking to register the Holders of at least fifty percent (50%) of the Registrable Securities having then outstanding that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the aggregate offering price of would exceed $10,000,000) 5,000,000), then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best efforts Holders and shall, subject to the limitations of subsection 1.2(b), effect the registration under the Act as soon as practicable, and in any event shall use its best efforts to effect within 75 60 days of the receipt of such request request, the registration under the Act of all Registrable Securities which the Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.5paragraph 3.5.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a). The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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 underwritingunderwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 1.2.
(d) 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 Chief Executive Officer President of the 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 stockholders 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 period of not more than ninety (90) 60 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-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 1 contract
Sources: Investors' Rights Agreement (Efficient Networks Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least a Holder seeking to register majority of the Registrable Securities having then outstanding (the "Initiating Holders") that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) , then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company's notice by pursuant to this Section 1.2(a). Each request for a Demand Registration shall specify the Company in accordance with Section 2.5number of Registrable Securities requested to be registered.
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to on a pro rata basis based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). Any Registrable Securities to be included in excluded or withdrawn from such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded withdrawn from the underwritingregistration.
(c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) in any particular jurisdiction in which the foregoingCompany 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 subject to service in such jurisdiction and except as may be required under the Act; or
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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, and ending on a date one hundred twenty (120) days following the effective date of, a Company-initiated registration subject to Section 1.3 below or a previous demand registration under this Section 1.2 or thirty (30) days following the effective date of a previous demand registration pursuant to Section 1.4 below, 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 Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or
(v) 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 Company 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, 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-month twelve (12)-month period.
(d. For purposes of this Section 1.2(v) In additionand Section 1.4(b)(iii) below, a registration statement may be deemed to be seriously detrimental to the Company shall not be obligated to effect, and its stockholders if it would have a material adverse effect on any proposal or to take any action to effect, any registration pursuant to this Section 1.2:
(i) After plan by the Company has effected five registrations to engage 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 any acquisition of assets or any merger, consolidation, tender offer, reorganization or similar transaction or a material adverse effect on 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 effectivebusiness.
Appears in 1 contract
Sources: Investors' Rights Agreement (Stanford Microdevices Inc)
Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) January 26, 2001, or (ii) twelve (12) months after consummation of the Company's Initial Public Offering, a written request from a Holder seeking to register the Holders of forty percent (40%) of the Registrable Securities having then outstanding that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars Registrable Securities with an aggregate gross offering price of at least ten million dollars ($10,000,000) ), then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its best efforts Holders and shall, subject to the limitations of subsection 1.2(b), effect the registration under the Act as soon as practicable, and in any event shall use its best efforts to effect within 75 one hundred twenty (120) days of the receipt of such request request, the registration under the Act of all Registrable Securities which that the Holders request to be 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"), registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.5Company.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a). The underwriter or underwriters will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Registrable Securities sought to be registeredInitiating Holders. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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. Notwithstanding any other provision of this Section 1.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities which would otherwise requesting to be underwritten pursuant heretoincluded in the underwriting, 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 requesting to be included in the Initiating Holdersunderwriting, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking at the time of filing the registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationstatement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities securities, including, without limitation, any shares offered by the Company, are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the managing underwriters' marketing limitation shall be included in such 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.
(c) The Company is obligated to effect only one (1) registration pursuant to this Section 1.2 (counting for this purpose only registrations that have been declared or ordered effective and pursuant to which Registrable Securities have been sold).
(d) 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 Chief Executive Officer President of the 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 stockholders for such registration statement to be filed and that 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 period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize defer its obligations for this right more than reason only once in any twelve-twelve (12) month period.
(de) In additionNotwithstanding anything to the contrary in this Section 1.2, the Company shall not be obligated to effect, or to take any an action to effect, any effect such registration pursuant to this Section 1.2:1.2 for a period of six (6) months following the effective date of a registration statement previously filed by the Company (other than a registration of securities in a SEC Rule 145 transaction or with respect to an employee benefit plan).
(if) After the Company has effected five registrations in the aggregate If any registration statement prepared pursuant to this Section 1.2 is not filed or does not become effective or fails to close as a result of the decision of the Initiating Holders or any underwriter designated by them, the obligation of the Company to prepare and Section 1.12 and file a registration statement at the request of such registrations Initiating Holders shall nevertheless have been declared effective; or
(ii) During satisfied unless such Initiating Holders shall reimburse the period starting Company for its registration expenses set forth in Section 1.6 herein incurred in connection with the date thirty (30) days prior preparation and filing of such registration statement. If the registration statement otherwise fails to become effective or fails to close, the Company's good faith estimate registration rights of the date of filing of, and ending on a date ninety (90) days after Holders provided in Section 1.2 shall remain fully available as if the effective date of, a registration subject to Section 1.3 hereof; provided that had not been requested by the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveInitiating Holders.
Appears in 1 contract
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) four (4) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of at least twenty percent (20%) of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) 7,500,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by at least fifty-five percent (55%) 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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to at least fifty-five percent (55%) in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month period.
twelve (d) In addition, 12)-month period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself or to take any action to effect, any other stockholder during such one hundred twenty (120) day period (other than a 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 relating solely to the Company's good faith estimate sale of the date securities of filing of, and ending on participants in a date ninety (90) days after the effective date ofCompany stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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 1 contract
Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) of the Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a Holder seeking to register Registrable registration statement under the Securities having a value Act covering the registration of not less than Ten Million Dollars (Securities with an anticipated aggregate offering price of at least $10,000,000) 30,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 2.1, use its best commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Securities Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.52.1(a).
(b) 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 subsection 1.2(athis Section 2.1, and the Company shall include such information in the written notice referred to in Section 2.1(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's Registrable ’s 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 underwritingunderwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 1.22.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 to the Holders of such Securities pro rata based on the number of Securities held by all such Holders thereof seeking registration, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable ). In no event shall any Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded. Any Securities excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(iv) if the Initiating Holders propose to dispose of Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or
(v) 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 Company 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once twice in any twelve-twelve (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 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 1 contract
Request for Registration. (a) If the Company shall receive at any time after the date of this agreement, a written request from a Holder seeking to register the Holders of forty-nine percent (49%) or greater of the Registrable Securities having then outstanding that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars ($10,000,000) any part of the Registrable Securities then outstanding, then the Company shall:
(i) within ten (10) calendar days of the receipt thereof, ; give written notice of such request to all Holders; and
(ii) use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 sixty (60) calendar days of the receipt of such request request, the filing of a registration statement under the Act of covering all Registrable Securities which the Holders request to be 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"5.2(b), within twenty two hundred ten (20210) business days of the mailing of such notice by the Company in accordance with Section 2.5Company.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a6.2(a) and the Company shall include such information in the written notice referred to in sub section 6.2(a). The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.26.2, 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 seriously detrimental to the Company and its stockholders 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 period of not more than ninety (90sixty(60) calendar days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right 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 1.26.2:
(i) After the Company has effected five registrations in the aggregate one registration pursuant to this Section 1.2 and Section 1.12 6.2 and such registrations have registration has been declared or ordered effective; or
(ii) During After the period starting First Effective Date, if the Company has filed and had declared effective a registration statement with the date thirty (30) days prior respect to the Company's good faith estimate sale of all of the date of filing Registrable Securities and has kept such registration statement effective until the later of: (A) December 31, and ending on a date ninety 2006, or two hundred ten (90210) calendar 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 of such registration statement statement. Notwithstanding the foregoing, the above period for maintenance of effectiveness of the 210-day period set forth in subsection 6.2(d)(ii)(B) above shall be extended for a period of time equal to become effectivethe period a Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company.
Appears in 1 contract
Sources: Note Purchase Agreement (Bestnet Communications Corp)
Request for Registration. (a) If the Company shall receive at any time a written request from the Holders of at least a Holder seeking to register majority of the Registrable Securities having then outstanding (the “Initiating Holders”) that the Company file a value registration statement under the Securities Act covering the registration of not less than Ten Million Dollars (at least 10% of the Registrable Securities then outstanding, or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000) 2.5 million, then the Company shall:
(i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its reasonable best efforts to effect promptly, the registration under the Act as soon as practicable, and in any event within 75 days of the receipt of such request under the Securities Act of all Registrable Securities which the Holders request to be 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 ), in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing making of such the notice by the Company in accordance with pursuant to Section 2.51.2(a)(i).
(b) 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 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter or underwriters will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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(e1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the managing underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities 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 first among all Holders thereof seeking registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to at the number of Registrable Securities time of the Company owned by all Holders seeking registrationfiling 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 other securities which are not Registrable Securities are first entirely excluded from the underwriting. Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(c) 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 Chief Executive Officer Company’s chief executive officer or the chairman of the board of directors 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 stockholders 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 period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-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 five (5) registrations in the aggregate pursuant to this Section 1.2, and such registration statement has been declared or ordered effective; provided, that if such request pursuant to this Section 1.2 and is subsequently withdrawn by the requester in writing, it shall not be counted against the limitation of requests set forth in this Section 1.12 and 1.2(d)(i), provided further, that any such registrations registration shall be deemed to have been “effected” if the registration statement relating thereto (A) has become or been declared effective; oror ordered effective under the Securities Act, and any of the Registrable Securities of the Initiating Holder(s) included in such registration have actually been sold thereunder and (B) has remained effective for a period of at least 180 days;
(ii) During If the period starting with Company has effected a registration pursuant to this Section 1.2 within the date thirty preceding six (306) days prior to the Company's good faith estimate of the date of filing ofmonths, and ending such registration has been declared or ordered 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 date ninety (90) days after the effective date of, a registration subject request made pursuant to Section 1.3 hereof1.4 below; provided that and
(iv) In any particular jurisdiction in which the Company is actively employing would be required to qualify to do business or to execute a general consent to service of process in good faith all reasonable efforts to cause effecting such registration statement to become effectiveregistration, qualification or compliance.
Appears in 1 contract
Sources: Registration Rights Agreement (Genius Products Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.3, if the Company shall receive at any time after the earlier of (i) July 10, 2008, or (ii) six (6) months after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of fifty percent (50%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.3, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars ($10,000,000) Registrable Securities, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.3, use its best efforts to effect the registration under the Act file, as soon as practicable, and in any event within 75 ninety (90) days of the receipt of such request request, a registration statement under the Act of covering all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.3(a).
(b) 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 subsection 1.2(athis Section 1.3 and the Company shall include such information in the written notice referred to in Section 1.3(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by 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 (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. Notwithstanding any other provision of this Section 1.21.3, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders holders of Registrable Securities which 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 seeking registrationas follows: first, including the Initiating Holders, in proportion (as nearly as practicable) to the amount holders of Registrable Securities of the Company owned by each Holder seeking registration to on a pro rata basis based on the number of Registrable Securities of the Company owned by all such Holders seeking registration; provided(including the Initiating Holders) and second, however, that to the number of shares of Registrable Securities other securities to be included in such registration. In no event shall any Registrable Securities be excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.3:
(i) in any particular jurisdiction in which the foregoingCompany 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;
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.3, 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 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 after the effective date of such registration subject to Section 1.4, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective 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;
(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 1.5 hereof; or
(v) 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 Company 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 statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (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 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 1 contract
Sources: License Agreement (Inogen Inc)
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) one (1) year after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from (1) the Holders of a Holder seeking to register majority of the outstanding Series C Preferred Stock and the Series D Preferred Stock, voting together as a single class; or (2) the Holders of a majority of the outstanding Registrable Securities having (voting together on an as converted basis) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars at least $10 million of Registrable Securities ($10,000,000) in each such case, the "Initiating Holders"), then the Company shall:
Company, shall within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of receipt of the mailing of such Company's notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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 underwritingunderwriting by a majority in interest of the Initiating Holders and reasonably satisfactory to the Company subject to the limitations set forth in Section 1.12 hereof. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting such registration shall be allocated among all Holders thereof seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) first to the amount Holders of Registrable Securities of Series C Preferred Stock and the Company owned by each Holder seeking registration to Series D Preferred Stock (or common stock issued upon the conversion thereof) on a pro rata basis based on the number of Registrable Securities held by such Holders and then to other Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by such other Holders (including the Initiating Holders); provided that the Holders of the Company owned Series C Preferred Stock and the Series D Preferred Stock may exercise this right to priority on only one occasion based upon a majority vote by all the Holders seeking registrationof Series C Preferred Stock and Series D Preferred Stock, voting together as a single class. All other cutbacks shall be made on a pro rata basis based upon the number of Registrable Securities held by such 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 which are not Registrable Securities are first entirely excluded from such underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) in any particular jurisdiction in which the foregoingCompany 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
(ii) after the Company has effected four (4) registrations pursuant to this Section 1.2 ((A) two of which shall have been effected at the request of the Holders of a majority of the Series A Preferred Stock and the Series B Preferred Stock, voting together as a single class; and (B) two (2) of which shall have been effected at the request of the Holders of a majority of the Series C Preferred Stock and the Series D Preferred Stock, voting together as a single class), and such registrations have been declared or ordered effective; provided, however, that in the event that the number of Registrable Securities included in any registration pursuant to this Section 1.2 is reduced by more than fifty percent (50%) of the number of Registrable Securities proposed to be offered pursuant to Section 1.2(b) above in any offering, then the Company shall not have the right under this Section 1.2(c)(ii) to refuse to effect a registration until a total of five (5) registrations pursuant to this Section 1.2 have been effected and such registrations have been declared or ordered effective (provided that any such fifth registration granted pursuant to this subparagraph (ii) shall be allocated to the holders of the Series C Preferred Stock and the Series D Preferred Stock voting together as a single class); or
(iii) during the period starting with the date forty-five (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 the effective date of, 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
(iv) 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
(v) 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 Company 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 shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, 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-month twelve (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 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 1 contract
Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) June 9, 2021 and (ii) one hundred eighty (180) days after the effective date of the Initial Offering, a written request from a Holder seeking to register the Holders of fifty percent (50%) or more of the Registrable Securities having then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a value registration statement under the Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price, before underwriting discounts, commissions and fees, of at least $10,000,000) 15,000,000, then the Company shall:
, within twenty (i) within ten (1020) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) , and subject to the limitations of this Section 1.2, use its best all commercially reasonable efforts to effect the registration under the Act effect, as soon as practicable, and in any event within 75 days of the receipt of such request registration under the Act of all Registrable Securities which that the Holders request to be 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 registered in a written request received by the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such the Company’s notice by the Company in accordance with pursuant to this Section 2.51.2(a).
(b) 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 subsection this Section 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by In such event the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 underwritingunderwriting by those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all Holders of Registrable Securities which 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 seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities of the Company owned by each Holder seeking registration to pro rata based on the number of Registrable Securities of the Company owned held by all such Holders seeking registration; provided, however, that (including the number of shares of Initiating Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded. Any Registrable Securities are first entirely excluded or withdrawn from such underwriting shall be withdrawn from the underwritingregistration.
(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:
(i) 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
(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; 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 and ending on a date one hundred eighty (180) days following the effective date of 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
(iv) 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
(v) 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 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such statementtime, 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, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.
(d) In addition, period and provided further that the Company shall not be obligated to effect, register any securities for the account of itself 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 other stockholder during 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 day period (other than a registration relating solely to the effective date ofsale of securities of participants in a Company stock plan, a registration subject relating to Section 1.3 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith all reasonable efforts to cause such a registration statement to become effectivecovering 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 1 contract
Request for Registration. (a) If the Company shall receive at any time during the Shelf Registration Period be ineligible to use Form S-3 or Form S-3 shall be for any reason unavailable to register the Registrable Securities under the rules and regulation of the SEC, and the duration of such ineligibility or unavailability exceeds or is expected to exceed 60 days, the Holders shall have the right by a written request from the Holders of a Holder seeking to register majority of the Registrable Securities having then outstanding to the Company, to require the Company to file a registration statement under the Act covering the resales of at least 25% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), but in no event will the aggregate value of not the shares to be registered under such registration statement be less than Ten Million Dollars ($10,000,000) then 500,000. Upon its receipt of such a written request, the Company shall:
(i) within ten (10) days of the receipt thereof, give shall given written notice of such request to all Holders; and
(ii) use its best efforts to effect the registration under the Act Holders within ten days thereof. The Company shall file as soon as practicable, and in any event within 75 90 days of the receipt of such request request, a registration statement under the Act covering resales of all Registrable Securities which the Holders request to be 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 in accordance with Section 2.5.
(b) If the Holder(s) Holders initiating the registration request hereunder (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 subsection 1.2(a1.14(a) and the Company shall include such information in the written notice referred to in subsection 1.14(a). The managing underwriter will shall be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by 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. Notwithstanding any other provision of this Section 1.21.14, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 apportioned (as nearly as practicablea) first to the holders of the Series C Registrable Securities selling Series C Registrable Securities pro rata according to the total amount of Series C Registrable Securities of the Company entitled to be included therein owned by each Holder seeking registration such selling holder; (b) second to the number of holders selling Series A and B Registrable Securities pro rata according to the total amount of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Series A and B Registrable Securities entitled to be included in therein owned by each such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
selling holder and (c) Notwithstanding third, to the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2, a certificate signed extent determined 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 seriously detrimental to the Company and its stockholders for such registration statement underwriters to be filed and it is therefore essential to defer the filing of such statement, 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, however, that the Company may not utilize this right 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 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 compatible with the date thirty (30) days prior offering, 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 effectiveother stockholders.
Appears in 1 contract
Request for Registration. (a) If the Company shall receive at any time after the date of this agreement, a written request from a Holder seeking to register the Holders of forty-nine percent (49%) or greater of the Registrable Securities having then outstanding that the Company file a value registration statement under the 1933 Act covering the registration of not less than Ten Million Dollars ($10,000,000) any part of the Registrable Securities then outstanding, then the Company shall:
(i) within ten (10) calendar days of the receipt thereof, ; give written notice of such request to all Holders; and
(ii) use its best efforts to effect the registration under the Act as soon as practicable, and in any event within 75 sixty (60) calendar days of the receipt of such request request, the filing of a registration statement under the 1933 Act of covering all Registrable Securities which the Holders request to be 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"6.2(b), within twenty two hundred ten (20210) business days of the mailing of such notice by the Company in accordance with Section 2.5Company.
(b) If the Holder(s) Holders initiating the registration request hereunder ("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 subsection 1.2(a6.2(a) and the Company shall include such information in the written notice referred to in sub section 6.2(a). The underwriter will be selected by the Company after consultation with a majority in interest of the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registeredCompany. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating 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(e6.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.26.2, 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 seriously detrimental to the Company and its stockholders 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 period of not more than ninety sixty (9060) calendar days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right 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 1.26.2:
(i) After the Company has effected five registrations in the aggregate one registration pursuant to this Section 1.2 and Section 1.12 6.2 and such registrations have registration has been declared or ordered effective; or
(ii) During After the period starting First Closing Date, if the Company has filed and had declared effective a registration statement with the date thirty (30) days prior respect to the Company's good faith estimate exercise of the date Warrants and the sale of filing all of the Registrable Securities and has kept such registration statement effective until the later of: (A) December 31, and ending on a date ninety 2006, or (90B) two hundred ten (210) calendar 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 of such registration statement statement. Notwithstanding the foregoing, the above period for maintenance of effectiveness of the 210-day period set forth in subsection 6.2(d)(ii)(B) above shall be extended for a period of time equal to become effectivethe period a Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company.
Appears in 1 contract
Sources: Unit Purchase Agreement (Bestnet Communications Corp)
Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) three years after the effective date of the Purchase Agreement, or (ii) six months after the effective date of the initial public offering of shares of its Common Stock pursuant to a registration statement filed under the Securities Act, a written request from a Holder seeking to register the Holders of at least 35% of the Registrable Securities having then outstanding (the “Initiating Holders”) that the Company file a value registration statement under the Securities Act covering the registration of not less than Ten Million Dollars (Registrable Securities with an anticipated aggregate offering price of at least $10,000,000) , then the Company shall:
(i) , within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such request requests to all Holders; and
(ii) use its best efforts to effect the registration under the Act as soon as practicable, Holders and in any event within 75 days of the receipt of such request under the Act of all Registrable Securities which the Holders request to be registeredshall, subject to the limitations of subsection 1.2(b) hereof and subject ), use all commercially reasonable efforts to cause to be registered under the terms of subsection 1.14(b) Securities Act all of the Investors' Rights Agreement between the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), Registrable Securities that each such Holder has requested to be registered within twenty (20) 20 days of after the mailing of such notice by the Company in accordance with Section 2.5Company.
(b) 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 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and Company, which underwriter shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) a majority in interest of the Holders whose Registrable Securities sought are to be registeredincluded in the underwriting. The In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 The Company and 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. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities 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 participating Holders thereof seeking registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of participating Holder. In no event shall any Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other securities which are not first excluded from such offering. Any Registrable Securities are first entirely excluded from the underwritingor withdrawn from such underwriting shall be withdrawn from registration.
(c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting registration pursuant to this Section 1.2, a certificate signed by the Chief Executive Officer President of the 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such statementfiled, 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, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-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 (other than in an initial public offering of shares of the Company’s Common Stock pursuant to a registration statement filed under the Securities Act 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 five two (2) registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and provided, however, that such registrations have been declared effective; oror 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 thirty (30) 90 days prior to the Company's ’s good faith estimate of the date of filing of, and ending on a date ninety (90) 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; 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.
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Request for Registration. (a) If the Company shall receive at any time after six months after the effective date of the first registration statement for a public offering of securities of the Company, a written request from a Holder seeking to register the Holders of at least 60% of the Registrable Securities having then outstanding, that the Company file a value registration statement under the Securities Act covering the registration of not less than Ten Million Dollars ($10,000,000) all or a portion of the Registrable Securities then outstanding, then the Company shall:
(i) , within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and
(iiHolders and shall, subject to the limitations of Section 6.2(b) use its best efforts to and 6.2(c), effect the registration under the Act as soon as practicable, and in any event within 75 90 days of the receipt of such request request, the registration under the Securities Act of all Registrable Securities which the Holders request to be 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"), registered within twenty (20) 20 days of the mailing of such notice by the Company in accordance with Section 2.516 hereof.
(b) If the Holder(s) Holders initiating the registration request hereunder ("“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 subsection 1.2(athis Section 6 and the Company shall include such information in the written notice referred to in Section 6.2(a). The underwriter will be selected by In such event, the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating ’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 of the Initiating Holders and such Holder) 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(eSection 6.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.26, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities 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 registrationthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registrationHolder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the The Company shall furnish is obligated to Holders requesting effect only one such registration pursuant to this Section 1.2, 6.2.
(d) The Company shall not be obligated to effect a registration pursuant to this Section 6.2 if the managing underwriter shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the its good faith judgment of marketing factors require the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing deferral of such statementregistration, in which event the Company shall have the right to defer taking action with respect to such the filing of the registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating HoldersHolder or Holders under this Section 6.2; provided, however, that the Company may not utilize exercise this right more than once in any twelve-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 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.
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Sources: Stockholders Agreement (Fender Musical Instruments Corp)