Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 exceeds the amount of securities sold other than by the Company 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. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below thirty-three percent (33%) of the total value of securities included in such registration, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may be excluded.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (GOOD TECHNOLOGY Corp), Investors’ Rights Agreement (GOOD TECHNOLOGY Corp), Investors’ Rights Agreement (GOOD TECHNOLOGY Corp)
Underwriting Requirements. (a) If, pursuant to Subsection 2.1, the Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Subsection 2.1. The underwriter(s) will be selected by the Investor, subject only to the reasonable approval of the Company.
(b) In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Subsection 2.2, the Company shall not be required under Section 1.2 to include any of the Holders’ securities Investor’s Registrable Securities in such underwriting unless they accept the Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the its underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount number of securities to be sold (other than by the Company Company) that the underwriters determine in their sole reasonable discretion determine 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 and the Company in their sole discretion determine will not jeopardize the success of the offering. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value number of the Registrable Securities of the Holders included in such registration the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (ii) the number of Registrable Securities included in the offering be reduced below thirty-three twenty percent (3320%) of the total value number of securities included in such registrationoffering.
(c) For purposes of Subsection 2.1, unless such offering is the initial public offering a registration shall not be counted as “effected” if fewer than fifty percent (50%) of the Company’s securities, total number of Registrable Securities that the Investor has requested to be included in such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may be excludedstatement are actually included.
Appears in 4 contracts
Sources: Investor Rights Agreement (U-Swirl, Inc.), Investor Rights Agreement (U-Swirl, Inc.), Investor Rights Agreement (Rocky Mountain Chocolate Factory Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold (other than by the Company Company) that the underwriters determine in their sole discretion good faith 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 that the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included will include in such registration in the registration and underwriting shall be reduced, as followsfollowing order of priority: (i) first, shares requested the securities the Company proposes to sell shall be included by stockholders that do not have registration rights, included; (ii) second, shares the number of Registrable Securities that are requested to be included registered by the selling Holders shall be included pro rata based on the number of Series B-1 Preferred Stock, Series B-2 Preferred Stock Registrable Securities held by all selling Holders or Series B-3 Preferred Stock, in such other proportions as shall mutually be agreed to by all such selling Holders; and (iii) third, the Registrable Securitiesnumber of securities that are requested to be registered by other stockholders shall be included pro rata based on the number of securities held by all such stockholders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such reduction shall reduce offering unless all other securities (other than securities to be sold by the value Company) have been first excluded, (ii) the amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described aboveabove and no other stockholder’s securities are included in such offering, or (iii) any securities held by a Common Holder be included in which event such offering if any or all Registrable Securities held by any Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the above sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership, limited liability company or corporation, the affiliated venture capital funds, partners, members, retired partners, retired members 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Anaplan, Inc.), Investors’ Rights Agreement (Anaplan, Inc.), Investors’ Rights Agreement
Underwriting Requirements. In connection with any ------------------------- offering involving an underwriting of shares of the Company’s capital stockpursuant to this Section 4.1(c), the Company shall not be required under Section 1.2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)it, and then, with respect to a registration under Section 1.2, then only in such quantity as will not, in the underwriters determine in their sole discretion will not jeopardize opinion of the underwriters, adversely affect the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with reasonably believe would not adversely affect 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 believe will not jeopardize adversely affect the success of the offering. The Company shall offering (the securities so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled included to be included in apportioned first to the registration and underwriting shall be reducedCompany, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by then second pro rata among the selling Holders of Series B-1 Preferred StockA Registrable Securities according to the total amount of Series A Registrable Securities owned by each selling Holder, then third pro rata among the selling Holders of Other Series B-2 Preferred Stock Registrable Securities according to the total amount of Other Series Registrable Securities owned by each selling Holder and then fourth to all other selling stockholders, or Series B-3 Preferred Stockin such other proportions as shall mutually be agreed to by all such parties), it being understood that all Registrable Securities may be excluded from the registration on this basis. For any selling stockholder which is a holder of Registrable Securities and (iii) thirdwhich is a partnership or corporation, the Registrable Securities. Notwithstanding partners, retired partners and stockholders of such holder, or the foregoing, no estates and family members of any such reduction shall reduce partners and retired partners and any trusts for the value benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder," and any pro rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of Registrable Securities of the Holders owned by all entities and individuals included in such registration below thirty-three percent (33%) of the total value of securities included "selling stockholder," as defined in such registration, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may be excludedthis sentence.
Appears in 4 contracts
Sources: Technology Development and License Agreement (Intertrust Technologies Corp), Technology Development and License Agreement (Intertrust Technologies Corp), Technology Development and License Agreement (Intertrust Technologies Corp)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.2 2.2 to include any of the Holders’ securities Registrable Securities in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons Persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold (other than by the Company Company) 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 and the Company determine in their sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities so advise all included to be apportioned pro rata among the selling Holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders) but in no event shall the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three percent (33%) 15% of the total value amount of securities included in such registrationoffering, unless (i) such offering is the initial public offering of the Company’s securities, such registration does not include shares of any or (ii) all other securities, other than securities sold by the Company, are entirely excluded from the offering; in which case, the selling stockholders and Holders may be excluded if the underwriters make the determination described above, in which event any or all . For purposes of the preceding parenthetical concerning apportionment, for any selling Holder that is a holder of Registrable Securities and a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders and Affiliates of such holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the Holders may foregoing Persons shall be excludeddeemed 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 shares carrying registration rights owned by all entities and individuals included in such “selling Holder,” as defined in this sentence.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Progenity, Inc.), Investors’ Rights Agreement (Progenity, Inc.), Investors’ Rights Agreement (Progenity, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event such offering or (ii) any or all securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, 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, partners, members, retired members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, members, retired members and retired partners and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Violin Memory Inc), Investors’ Rights Agreement (Violin Memory Inc), Investors’ Rights Agreement (Violin Memory Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion in good faith will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion in good faith 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. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, apportioned as follows: (i) first, pro rata among Registrable Securities, (ii) second, to other shares requested to be included by stockholders that do not have registration rights, Major Investors (iias defined below) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, third to other securities of the Company that are not Registrable Securities. Notwithstanding , but in no event shall (a) the foregoing, no such reduction shall reduce the value amount of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three percent (33%) % of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case, the selling stockholders and Holders may be excluded if the underwriters make the determination described above, in which event above and no other security holder’s securities are included or (b) any or all securities held by a Founder be included if any securities held by any selling Holder (other than Founders) are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling security holder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and holders of capital stock 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 Holders foregoing persons shall be deemed to be a single “selling security 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 security holder,” as defined in this sentence. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least 10 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excludedexcluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.
Appears in 3 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Nutanix, Inc.), Investors’ Rights Agreement (Nutanix, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall not, without the prior written consent of the holders of at least a majority of the Registrable Securities then held by the Investors exclude any Registrable Securities from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned first, to the Company; second, to the Investors on a pro rata basis based on the total number of Registrable Securities held by such Investors; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis so advise all Holders of securities requesting registration, and long as the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included Registrable Securities held by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesis not reduced. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of securities of the Registrable Securities of the Holders selling Investors included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, 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, 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Sight Sciences, Inc.), Investors’ Rights Agreement (Sight Sciences, Inc.), Investors’ Rights Agreement (Sight Sciences, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all Holders other stockholders’ securities have been first excluded. Notwithstanding any other provision of securities requesting registrationthis Agreement, and if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of securities shares that are entitled to may be included in the registration and underwriting shall be reducedallocated, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) the Company; second, shares requested to be included the Holders other than the Common Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) other than the Common Holders; third, to the Common Holders on a pro rata basis based on the total number of Registrable SecuritiesSecurities held by the Common Holders and fourth, to any stockholder of the Company other than a Holder and/or Common Holder on a pro rata basis. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described aboveabove and no other stockholder’s securities are included in such offering or (ii) any securities held by a party other than a Holder, including for this purpose any securities held by a Common Holder, be included in which event such offering if any or all Registrable Securities held by a Holder requesting registration are excluded from such offering. For purposes of the preceding sentence concerning apportionment, 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, 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Liquidia Technologies Inc), Investors’ Rights Agreement, Investors’ Rights Agreement (Liquidia Technologies Inc)
Underwriting Requirements. In connection with any underwritten offering involving an underwriting of shares of pursuant to Section 2(a), if the Company’s capital stockmanaging underwriter shall advise the Company that, in its view, the Company shall not be required under Section 1.2 to include any number or proposed mix of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 exceeds the amount of (including securities sold other than by which the Company 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. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled desires to be included which are not Registrable Securities) exceeds the largest number of securities which can be sold without having a material adverse effect on such offering (the “Maximum Offering Size”), including the price at which such securities can be sold, the Company will include in the registration and underwriting shall be reduced, as follows: such registration:
(i) first, shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock requested by the Stockholders to be included in such registration pursuant to Section 2(a), with the shares so included to be apportioned pro rata among the Stockholders according to the total number of such shares of Common Stock owned by each such Stockholder (including any shares of Common Stock issued or issuable upon conversion of the Preferred Stock) or in such other proportions as shall be agreed upon by such Stockholders, if the total number of shares requested to be included in such registration by stockholders that do not have registration rights, the Stockholders exceeds the Maximum Offering Size;
(ii) second, any Registrable Securities other than the ones referenced in (i) above requested by the Stockholders to be included in such registration pursuant to Section 2(a), with the shares so included to be apportioned pro rata among the Stockholders according to the total number of Registrable Securities owned by each such Stockholder (excluding any shares of Preferred Stock or shares of Common Stock issued or issuable upon conversion of the Preferred Stock, but assuming the conversion into Common Stock of all outstanding Convertible Securities other than such Preferred Stock) or in such other proportions as shall be agreed upon by such Stockholders, to the extent such total amount of Registrable Securities requested to be included in such registration by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and Stockholders exceeds the Maximum Offering Size; and
(iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value after registration of the total amount of Registrable Securities of the Holders requested to be included in such registration below thirty-three percent by the Stockholders, any securities to be sold for the account of other Persons (33%including the Company) which shall not cause the Maximum Offering Size to be exceeded, with such priorities among the Company and such other Persons as the Company shall determine. In connection with any underwritten offering pursuant to Section 2(b), if the managing underwriter shall advise the Company that, in its view, the number or mix of securities (including all Registrable Securities) which the Company, the Stockholders and any other Persons intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the priority listed below, securities up to the Maximum Offering Size:
(iv) first, securities to be sold for the Company’s own account;
(v) second, Registrable Securities requested to be included in such registration by Stockholders pursuant to Section 2(b) with the shares so included to be apportioned pro rata among the Stockholders according to the total amount of Registrable Securities owned by each such Stockholder calculated on a fully diluted basis (i.e., assuming the conversion into Common Stock of all outstanding Convertible Securities) or in such other proportions as shall be agreed upon by such Stockholders (if necessary); and
(vi) third, shares of Common Stock requested to be included in such registration by all other Persons, allocated (if necessary) pro rata among such Persons on the basis of the total value relative number of securities each such Person has requested to be included in such registration, unless or as such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders Persons may be excludedotherwise agree.
Appears in 3 contracts
Sources: Registration Rights Agreement (Thorne Healthtech, Inc.), Registration Rights Agreement (Thorne Healthtech, Inc.), Registration Rights Agreement (Thorne Healthtech, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of Common Stock for the benefit of the Company or any security holder of the Company’s capital stock, the Company shall not be required under this Section 1.2 3.2 to include any of the Holders’ securities Registrable Securities in such underwriting pursuant to this Section 3.2 unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (and enter into an underwriting agreement in customary form with an underwriter or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering selected by the Company. If Notwithstanding any other provision of this Section 3.2, if the total amount managing underwriter with respect to the proposed offering advises the Company in writing that, in its opinion, the number of securities, including Registrable Securities, securities requested by stockholders to be included in such registration under Section 1.2 exceeds the amount number of securities which can be sold other than by in such offering without being likely to have a material adverse effect on the Company that offering of securities as then contemplated (including a material adverse effect on the underwriters determine in their sole discretion price at which it is compatible with proposed to sell the success of the offeringsecurities), 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. The Company shall so advise all Holders holders of securities requesting that would otherwise be included in such registration, and the number of shares of securities that are entitled to may be included in the registration and underwriting shall be reduced, as follows: allocated:
(i) in the case such registration is a primary registration initiated by the Company, (A) first, shares to securities being sold for the account of the Company, (B) second, pro rata among the Major Stockholders electing to participate in such registration in accordance with this Section 3.2 according to the total amount of securities requested to be included by stockholders that do not have in such registration rightsand (C) last, (ii) second, shares pro rata among the other selling security holders of the Company according to the total amount of securities requested to be included in such registration;
(ii) in the case such registration is a secondary registration initiated by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock one or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value more security holders of the Registrable Securities Company pursuant to an agreement with the Company approved in accordance with Section 2.6(b), (A) first, pro rata among the selling security holders of the Holders included Company requesting such registration and the Major Stockholders electing to participate in such registration below thirty-three percent (33%) of in accordance with this Section 3.2 according to the total value amount of securities requested to be included in such registration, unless such offering is (B) second, to securities being sold for the initial public offering account of the Company’s securitiesCompany and (C) last, pro rata among the other selling security holders of the Company according to the total amount of securities requested to be included in such registration; or
(iii) otherwise, (A) first, pro rata among the Major Stockholders electing to participate in such registration does not include shares in accordance with this Section 3.2 according to the total amount of any securities requested to be included in such registration, (B) second, pro rata among the selling security holders of the Company requesting such registration according to the total amount of securities requested to be included in such registration, (C) third, to securities being sold for the account of the Company and (D) last, pro rata among the other selling stockholders and the underwriters make the determination described above, in which event any or all security holders of the Registrable Securities Company according to the total amount of the Holders may securities requested to be excludedincluded in such registration.
Appears in 3 contracts
Sources: Stockholders Agreement (Ontario Teachers Pension Plan Board), Stockholders Agreement (Acof Management Lp), Stockholders Agreement (Samsonite Corp/Fl)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 ; that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three percent (33%) 30% of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event such offering or (ii) any or all securities held by a person that is not a Holder be included in such offering if any Registrable Securities held by any Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, 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, 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors Rights Agreement, Investors Rights Agreement (Versartis, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.2 1.3 to include any of the Holders’ securities Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine determine, in their sole discretion discretion, will not jeopardize the success of the offering by the Company. 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. If the total amount of securities, including Registrable Securities, Securities requested by stockholders to be included in such registration under Section 1.2 offering, exceeds the amount of securities sold other than by the Company 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. The Company offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of Registrable Securities held by each such selling stockholder or in such other proportions as shall so advise all Holders mutually be agreed to by such selling stockholders), but in no event shall (i) the amount of securities requesting registration, and of the number of shares of securities that are entitled to be selling Holders included in the registration and underwriting shall offering be reduced unless the securities of all other selling stockholders included in the offering are first reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) secondthe amount of securities of the selling Holders who are Investors included in the offering be reduced unless the securities of all the selling Holders who are Common Holders included in the offering are first reduced, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value amount of securities of the Registrable Securities selling Holders who are Investors included in the offering be reduced unless the securities of the Common Holders are first reduced, or (iv) the amount of securities of the selling Holders who are Investors included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, in which case such registration does not include shares of any other selling stockholders and Holders may be excluded entirely if the underwriters make the determination described above, in which event any or above and if the securities of all other selling stockholders are excluded entirely. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership, limited liability company or corporation, the partners (or retired partners), members (or retired members) and stockholders of such selling stockholder, or the estates and family members of any such partners (retired partners), members (or retired members) or stockholders and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed to be a single “selling stockholder” and any pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder” as defined in this sentence.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Capnia, Inc.), Investors’ Rights Agreement (Capnia, Inc.)
Underwriting Requirements. In connection with any offering pursuant to Section 1.3 or Section 1.4 involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders holders of capital stock to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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. The Company shall offering (the securities so advise all Holders included to be apportioned pro rata among the selling security holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling security holder or in the registration and underwriting such other proportions as shall mutually be reduced, as follows: agreed to by such selling security holders) but in no event shall (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the Holders selling Investors (or their assignees) included in such registration an offering pursuant to Section 1.3 be reduced below thirty-three percent (33%) 30% of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case, the selling stockholders and security holders may be excluded if the underwriters make the determination described above, in which event above and no other holder’s securities are included or (ii) any securities held by an Investor (or all such Investor’s assignee) be excluded if any securities held by any selling shareholder other than the Investors (or their assignees) are included. For purposes of the preceding parenthetical concerning apportionment, for any selling security holder which is a holder of Registrable Securities and which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and holders of capital stock of such holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed to be a single “selling security 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 security holder,” as defined in this sentence.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Smartsheet Inc), Investors’ Rights Agreement (Smartsheet Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.2 this CLAUSE 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), ) and then, enter into an underwriting agreement in customary form with respect to a registration under Section 1.2, only in such quantity as the an underwriter or underwriters determine in their sole discretion will not jeopardize the success of the offering selected by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities so advise all included to be apportioned pro rata among the selling Holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling Holder or in the registration and underwriting such other proportions as shall mutually be agreed to by such selling Holders, except that no Registrable Securities shall be reducedexcluded until all common stock held by other shareholders, as follows: (i) firstdirectors, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, officers and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value employees of the Registrable Securities Company have been excluded), but in no event shall the amount of securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering Initial Offering of the Company’s 's securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, in which event any or all above and no other stockholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Share Exchange Agreement (Anthem Recording West Inc), Registration Rights Agreement (Udate Com Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockSecurities, the Company shall not be required under Section 1.2 to include any Register the Registrable Securities of the Holders’ securities Investor under this Section 4.2 unless the Investor’s Registrable Securities are included in the underwriting and the Investor enters into an underwriting agreement in customary form with the underwriters and setting forth such underwriting unless they accept terms for the terms underwriting. In the event the underwriters advise the Investor seeking Registration of Registrable Securities pursuant to this Section 4.2 in writing that, in their reasonable opinion, market factors (including the aggregate number of Registrable Securities requested to be Registered, the general condition of the underwriting as agreed upon between the Company market, and the underwriters selected by it (or by other persons entitled status of the Persons proposing to select sell securities pursuant to the underwriters)Registration) require a limitation of the number of Securities to be underwritten, and then, with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize may exclude some or all Registrable Securities from the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 exceeds the amount of securities sold other than by the Company Registration and underwriting; provided that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include the Company’s Securities in such registration, 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. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as followspriority listed below: (i) in the event the Company initiated such piggyback registration, the Company shall include in such piggyback registration first, shares requested the Securities the Company proposes to be included by stockholders that do not have registration rights, (ii) register and second, shares the Securities of all other selling security holders, including the Registrable Securities requested to be included by the Holders of Series B-1 Preferred StockInvestor to be included in such piggyback registration in an amount that, Series B-2 Preferred Stock or Series B-3 Preferred Stocktogether with the Securities the Company proposes to register, shall not exceed the maximum offering size and shall be allocated among such selling security holders on a pro rata basis; and (iiiii) in the event any holder of Securities initiated such piggyback registration, the Company shall include in such piggyback registration first, the Securities such initiating security holder proposes to register, second, pro rata among any other Securities requested to be registered pursuant to a contractual right of registration (including Securities requested to be Registered by the Investor pursuant to this Section 4.2) and third, any Securities the Registrable Securities. Notwithstanding Company proposes to register, in an amount that, together with the foregoingSecurities the initiating security holder and the other selling security holders propose to register, no such reduction shall reduce not exceed the value maximum offering size; provided further that the number of the Registrable Securities of the Holders that are included in such registration an underwriting must not be reduced below thirty-three thirty percent (3330%) of the total value number of securities Registrable Securities requested by the Investor to be included in such registration, unless such offering is the initial public offering Registration. If the Investor (or its Affiliate) disapproves of the Company’s securities, such registration does not include shares terms of any other selling stockholders underwriting, the Investor (or such Affiliate) may elect to withdraw therefrom by written notice to the Company and the underwriters make delivered at least ten (10) days prior to the determination described above, in which event any or all effective date of the Registration Statement. Any Registrable Securities of excluded or withdrawn from the Holders may underwriting shall be excludedwithdrawn from the Registration.
Appears in 2 contracts
Sources: Investor Rights Agreement (Weichai America Corp.), Investor Rights Agreement (Power Solutions International, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.2 1.3 to include any of the Holders’ securities Registrable Securities or Other Shares in such underwriting unless they the holders thereof accept the usual and customary terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Holders (or by other persons entitled to select the underwriters)) and reasonably agreed to by the Company, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, Securities and Other Shares requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold to be sold, other than by the Company Company, 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. The Company shall , the securities so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled included to be included in the registration and underwriting shall be reduced, apportioned as follows: (i) firstthe securities of the Company held by officers and directors of the Company (including Registrable Shares) and by holders of Other Shares shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, shares requested to be included by stockholders that do not have registration rights, and (ii) second, if a further limitation on the number of shares requested to be included is required after all securities held by officers and directors of the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, Company and (iii) thirdall Other Shares have been excluded, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value number of the Registrable Securities of the Holders shares that may be included in such registration below thirty-three percent (33%) and underwriting shall be allocated among all Holders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Securities owned by each such Holder; provided that, except in the total value case of securities included in such registration, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and when all Registrable Shares may be excluded if the underwriters make the determination described aboveabove and no other stockholder's securities are included, the number of Registrable Shares permitted to be included therein shall in which any event any or all be at least 33% of the total amount of securities included therein and shall be allocated among the Holders pro rata based on the number of Registrable Securities of the Holders may each such Holder has requested to be excludedincluded in such offering.
Appears in 2 contracts
Sources: Investors' Rights Agreement (M Wise Inc), Investors' Rights Agreement (M Wise Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities so advise all included to be apportioned pro rata among the selling Holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling Holder or in the registration and underwriting such other proportions as shall mutually be reducedagreed to by such selling Holders), as follows: but in no event shall (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering Initial Offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be completely excluded if the underwriters make the determination described above and no other stockholder’s securities are included, or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in which event any Section 1.2 are excluded from such offering, or (iii) the number of shares of Registrable Securities to be included in such underwriting be reduced unless all other securities (other than those of the Company) are first entirely excluded from the underwriting. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership, limited liability company or corporation, the partners, retired partners, members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (HouseValues, Inc.), Investors’ Rights Agreement (HouseValues, Inc.)
Underwriting Requirements. (i) In connection with any offering involving an underwriting of shares of the Company’s capital stockEquity Securities, the Company shall not be required to Register the Registrable Securities of a Holder under this Section 1.2 to include any 3 unless such Holder’s Registrable Securities are included in the underwritten offering and such Holder enters into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected by the Holders’ securities in Company and setting forth such underwriting unless they accept terms for the terms of the underwriting underwritten offering as have been agreed upon between the Company and the underwriters selected underwriters. In the event the managing underwriter of such underwritten offering advises in writing that, in its opinion, the number of Registrable Securities requested to be included in the Registration in addition to the securities being registered by it the Company or such other holder would be greater than the, Maximum Number of Securities (or by other persons entitled to select having the underwriterssame meaning as defined in Section 2.4), and then:
(a) in the event the Company initiated Registration, with respect to a registration under Section 1.2, only the Company shall include in such quantity as Registration first, the underwriters determine in their sole discretion will not jeopardize securities the success Company proposes to register and second, the securities of the offering by the Company. If the total amount of securitiesall other selling security holders, including Registrable Securitiesthe participating Holders, requested by stockholders to be included in such registration under Section 1.2 exceeds Registration in an amount which together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities sold other than by of the Company that held by each such selling security holder);
(b) in the underwriters determine in their sole discretion is compatible with the success event any holder of securities of the offeringCompany initiated the Registration, then the Company shall be required to include in such Registration first, the offering only that securities such initiating security holder proposes to register, and the securities of any other selling security holders (including participating Holders), in an amount which together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of the Company held by each such securitiesselling security holder) and second, including Registrable any securities the Company proposes to register, in an amount which together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Securities. To facilitate the allocation of shares in accordance with the above provisions, which the Company or the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall so advise all Holders of securities requesting registration, and may round the number of shares allocated to a Holder to the nearest one hundred (100) shares.
(ii) If any Holder disapproves of securities the terms of any underwriting; the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the Registration. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1 or Section 2.2 if the Registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that are entitled were to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below thirty-three percent (33%) of the total value of securities included in such withdrawn registration), unless such offering withdrawal is the initial public offering due to an action or inaction of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which Company or an event any or all outside of the Registrable Securities reasonable control of the Holders may be excludedsuch Holders.
Appears in 2 contracts
Sources: Registration Rights Agreement (iClick Interactive Asia Group LTD), Registration Rights Agreement (iClick Interactive Asia Group LTD)
Underwriting Requirements. If, pursuant to Subsection 2.1, the Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Subsection 2.1. The underwriter(s) will be selected by the Investor, subject only to the reasonable approval of the Company. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Subsection 2.2, the Company shall not be required under Section 1.2 to include any of the Holders’ securities Investor’s Registrable Securities in such underwriting unless they accept the Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the its underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount number of securities to be sold (other than by the Company Company) that the underwriters determine in their sole reasonable discretion determine 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 and the Company in their sole discretion determine will not jeopardize the success of the offering. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value number of the Registrable Securities of the Holders included in such registration the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (ii) the number of Registrable Securities included in the offering be reduced below thirty-three twenty percent (3320%) of the total value number of securities included in such offering. For purposes of Subsection 2.1, a registration shall not be counted as “effected” if fewer than fifty percent (50%) of the total number of Registrable Securities that the Investor has requested to be included in such registration statement are actually included. Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Investor, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Investor refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to three hundred sixty-five (365) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; furnish to the Investor such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate their disposition of their Registrable Securities; use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the Investor; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such offering is jurisdiction and except as may be required by the initial Securities Act; in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; promptly make available for inspection by the Investor, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the Investor, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; notify the Investor, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and after such registration statement becomes effective, notify the Investor of any request by the SEC that the Company amend or supplement such registration statement or prospectus. In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy shall provide that the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all directors may implement a trading program under Rule 10b5-1 of the Registrable Securities of the Holders may be excludedExchange Act.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Rocky Mountain Chocolate Factory Inc), Membership Interest Purchase Agreement (Rocky Mountain Chocolate Factory Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockSecurities, the Company shall not be required under Section 1.2 to include any Register the Registrable Securities of the Holders’ securities Investor under this Section 4.2 unless the Investor’s Registrable Securities are included in the underwriting and the Investor enters into an underwriting agreement in customary form with the underwriters and setting forth such underwriting unless they accept terms for the terms underwriting. In the event the underwriters advise the Investor seeking Registration of Registrable Securities pursuant to this Section 4.2 in writing that, in their reasonable opinion, market factors (including the aggregate number of Registrable Securities requested to be Registered, the general condition of the underwriting as agreed upon between the Company market, and the underwriters selected by it (or by other persons entitled status of the Persons proposing to select sell securities pursuant to the underwriters)Registration) require a limitation of the number of Securities to be underwritten, and then, with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize may exclude some or all Registrable Securities from the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 exceeds the amount of securities sold other than by the Company Registration and underwriting; provided that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include the Company’s Securities in such registration, 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. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as followspriority listed below: (i) in the event the Company initiated such piggyback registration, the Company shall include in such piggyback registration first, shares requested the Securities the Company proposes to be included by stockholders that do not have registration rights, (ii) register and second, shares the Securities of all other selling security holders, including the Registrable Securities requested to be included by the Holders Investor to be included in such piggyback registration in an amount that, together with the Securities the Company proposes to register, shall not exceed the maximum offering size and shall be allocated among such selling security holders on a pro rata basis (based on the number of Series B-1 Preferred Stock, Series B-2 Preferred Stock the Ordinary Shares or Series B-3 Preferred Stock, ADSs (as applicable) sought to be Registered by each such selling security holder); and (iiiii) in the event any holder of Securities initiated such piggyback registration, the Company shall include in such piggyback registration first, the Securities such initiating security holder proposes to register, second, pro rata among any other Securities requested to be registered pursuant to a contractual right of registration (including Securities requested to be Registered by the Investor pursuant to this Section 4.2) and third, any Securities the Registrable Securities. Notwithstanding Company proposes to register, in an amount that, together with the foregoingSecurities the initiating security holder and the other selling security holders propose to register, no such reduction shall reduce not exceed the value maximum offering size; provided further that the number of the Registrable Securities of the Holders that are included in such registration an underwriting must not be reduced below thirty-three thirty percent (3330%) of the total value number of securities Registrable Securities requested by the Investor to be included in such registration, unless such offering is the initial public offering Registration. If the Investor (or its Affiliate) disapproves of the Company’s securities, such registration does not include shares terms of any other selling stockholders underwriting, the Investor (or such Affiliate) may elect to withdraw therefrom by written notice to the Company and the underwriters make delivered at least ten (10) days prior to the determination described above, in which event any or all effective date of the Registration Statement. Any Registrable Securities of excluded or withdrawn from the Holders may underwriting shall be excludedwithdrawn from the Registration.
Appears in 2 contracts
Sources: Investor Rights Agreement (Alibaba Group Holding LTD), Investor Rights Agreement (Ali YK Investment Holding LTD)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.2 1.3 to include any of the Holders’ securities ' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters managing underwriter(s) selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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. The offering (the securities so included to be apportioned pro rata (A) first to the Company shall so advise all (B) second, pro rata among the selling Holders according to the total amount of Registrable Securities owned by each such Holder, and (C) to the extent additional securities may be included therein, pro rata among the other selling shareholders according to the total amount of securities requesting registrationowned by each such selling shareholder, and or in such other proportions as shall mutually be agreed to by such selling shareholders); provided that in no event shall the number amount of shares of securities that are entitled to be Registrable Securities included in the registration and underwriting shall offering be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, 's securities in which event any or all of the case such Registrable Securities of the Holders may be excluded.excluded if the underwriter(s) make
Appears in 2 contracts
Sources: Investors' Rights Agreement (Accelerated Networks Inc), Investors' Rights Agreement (Accelerated Networks Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other Registrable Securities held by the selling stockholders and Holders may be excluded if the underwriters make the determination described aboveabove and no other stockholder’s securities, including securities that are not Registrable Securities held by any Holder, are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund (or other investment fund), partnership or corporation, the venture capital funds (or other investment funds), partners, retired partners and stockholders that are Affiliates of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Hortonworks, Inc.), Investors’ Rights Agreement (Hortonworks, Inc.)
Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares of the Company’s capital stockunderwritten public offering, the Company shall not be required under Section 1.2 to include any of the Holders’ securities Registrable Shares of a Manufacturer in such underwriting unless they accept such Manufacturer accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of for the offering (which underwriters shall be selected by the Company. ).
(b) If the total amount of securities, including Registrable SecuritiesShares, requested by stockholders to be included in such registration under Section 1.2 an underwritten public offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required subject to the provisions of this Section 2.4(b) to include in the offering only that number of such securities, including Registrable SecuritiesShares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering. The In such event, the Company shall so advise all Holders of securities requesting registration, and may reduce the number of shares of securities that are entitled Registrable Shares to be included in the registration and underwriting shall offering prior to reducing or excluding the shares proposed to be offered by the Company. In the event that the number of Registrable Shares is reduced, as follows: (i) first, shares requested the Registrable Shares to be included by stockholders that do not have registration rights, (ii) second, shares requested to shall be included by apportioned pro rata among the Holders Manufacturers and the holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the "Registrable Securities. Notwithstanding " under the foregoing, no such reduction shall reduce Existing Registration Rights Agreement according to the value aggregate number of the Registrable Securities Shares held by the Manufacturers and the aggregate number of shares of "Registrable Securities" held by Holders (as defined in the Existing Registration Rights Agreement) under the Existing Registration Rights Agreement as of the Holders included time of filing of the Registration Statement (e.g., the piggyback rights of the holders of Registrable Shares and the holders of Registrable Securities under the Existing Registration Rights Agreement shall be pari passu with each other); PROVIDED, HOWEVER, that, during the period from the Registration Rights Commencement Date until the Demand Rights Termination Date, the aggregate number of Registrable Shares shall in such registration below thirtyno event be reduced to an amount less than twenty-three five percent (3325%) of the total value aggregate number of securities shares of common stock of the Company being offered in the offering; PROVIDED FURTHER, HOWEVER, that from the Demand Rights Termination Date until the first anniversary of the Demand Rights Termination Date, the Registrable Shares to be included in such registration, unless such the offering shall be apportioned pro rata among all stockholders proposing to sell shares of common stock of the Company in the offering (based on the proportionate number of shares of common stock of the Company beneficially owned by each selling stockholder on the date the Registration Statement relating to the offering is filed with the initial public offering SEC relative to the aggregate number of shares of common stock of the Company’s securities, such registration does not include shares of any other Company beneficially owned by all selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may be excludedon such date).
Appears in 2 contracts
Sources: Registration Rights Agreement (New Commerce One Holding Inc), Registration Rights Agreement (Commerce One Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockshare capital, the Company shall not be required under Section 1.2 section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable SecuritiesSecurities (and any ADRs evidencing American Depositary Shares issued with respect thereof), requested by stockholders holders of share capital to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 SecuritiesSecurities (and any ADRs evidencing American Depositary Shares issued with respect thereof), which the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities so advise all Holders included to be apportioned pro rata among the selling security holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling security holder or in the registration and underwriting such other proportions as shall mutually be reduced, as follows: agreed to by such selling security holders) but in no event shall (i) first, shares requested the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be included sold by stockholders that do not have registration rightsthe Company) are first entirely excluded from the offering, or (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three percent (33%) 25% of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case, the selling stockholders and security holders may be excluded if the underwriters make the determination described above, in which event any or all above and no other holder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling security holder which is a holder of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) and which is a partnership or corporation, the partners, retired partners and holders of share capital 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 Holders may foregoing persons shall be excludeddeemed to be a single “selling security 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 security holder,” as defined in this sentence.
Appears in 2 contracts
Sources: Registration Rights Agreement (Farfetch LTD), Registration Rights Agreement (Farfetch LTD)
Underwriting Requirements. (i) If, pursuant to Section 6(a), the Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, the Investor shall so advise the Company as a part of the Investor’s request made pursuant to Section 6(a), and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Board of Directors and shall be reasonably acceptable to Investor. The Investor shall (together with the Company as provided in Section 6(d)(v)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 6(c), if the underwriter(s) advise the Investor in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of Registrable Securities that may be included in the underwriting shall be reduced to such number as advised by the underwriter(s); provided, however, that the number of Registrable Securities held by the Investor to be included in such underwriting shall not be reduced unless all other securities (other than securities to be sold by the Company) are reduced on a proportionate basis from the underwriting.
(ii) In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 6(b), the Company shall not be required under Section 1.2 to include any of the Holders’ securities Registrable Securities in such underwriting unless they accept the Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwritersits underwriter(s), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine underwriter(s) in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount number of securities to be sold (other than by the Company Company) that the underwriters determine underwriter(s) in their sole reasonable discretion determine 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 underwriter(s) and the Company in their sole discretion determine will not jeopardize the success of the offering. The Company shall so advise If the underwriter(s) determine that less than all Holders of securities requesting registration, and the number of shares of securities that are entitled Registrable Securities requested to be registered can be included in such offering, then the registration and underwriting Registrable Securities that are included in such offering shall be reducedreduced to such amount as can be included, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included determined by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iiiunderwriter(s) third, the Registrable Securitiesin their sole discretion. Notwithstanding the foregoing, in no such reduction event shall reduce the value number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are reduced on a proportionate basis from the offering.
(iii) For purposes of Section 6(a), a registration shall not be counted as “effected” if, as a result of an exercise of the Registrable Securities of the Holders included underwriter’s cutback provisions in such registration below thirty-three Section 6(c)(i), fewer than fifty percent (3350%) of the total value number of securities Registrable Securities that Investor has requested to be included in such registration, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may be excludedstatement are actually included.
Appears in 2 contracts
Sources: Series a 2 Preferred Stock Purchase Agreement (Newsmax Inc.), Series a 2 Preferred Stock Purchase Agreement (Newsmax Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares the securities of the Company’s capital stock, the Company shall not be required under this Section 1.2 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders the Holders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall so advise all be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no event shall (i) shall any Registrable Securities be excluded from such reduction shall reduce offering unless all securities that are not Registrable Securities have been first excluded and (ii) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other security holder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, for any selling Holder of Registrable Securities that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and security holders 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 Holders 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. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may be excludedround the number of shares allocated to any Holder to the nearest one hundred (100) shares.
Appears in 2 contracts
Sources: Stockholders' Agreement (TG-17, Inc.), Stockholders' Agreement (TG-17, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 2.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership, limited liability company or corporation, the affiliated venture capital funds, partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Natera, Inc.)
Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ ' or Founders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), ) and then, enter into an underwriting agreement in customary form with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Companyunderwriter or underwriters. If the total amount of securities, including Registrable Securities and Founder Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled included to be included in the registration and underwriting shall be reduced, as follows: apportioned (i) first, shares requested pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by stockholders that do not have registration rightseach selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders, and (ii) second, shares if all of the securities which the Holders requested to have included in the registration are so included, pro rata among the selling Founders according to the total amount of securities entitled to be included therein owned by each selling Founder or in such proportions as shall mutually be agreed to by such selling Founders), but in no event shall the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s 's securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, in which event any or all above and no other stockholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities or a holder of Founder Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such selling stockholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the Holders foregoing persons shall be deemed to be a single "selling Holder" or "selling Founder," as the case may be excludedand any pro rata reduction with respect to such "selling Holder" or "selling Founder" shall be based upon the aggregate amount of Registrable Securities or Founder Securities owned by all such related entities and individuals.
Appears in 2 contracts
Sources: Investors' Rights Agreement (DSL Net Inc), Registration Rights Provision (DSL Net Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is an Initial Offering, in which case the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is an investment fund, partnership, limited partnership, limited liability company or corporation, the affiliated investment funds, partners, limited partners, retired partners, members and retired members and stockholders of such Holder, or the estates and family members of any such partners and retired partners, members and retired members and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Sumo Logic, Inc.), Investors’ Rights Agreement (Sumo Logic, Inc.)
Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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. The Company shall offering (the securities so advise all Holders included to be apportioned pro rata among the selling stockholders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling stockholder or in the registration and underwriting such other proportions as shall mutually be reduced, as follows: agreed to by such selling stockholders) but in no event shall (i) first, any shares requested being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be included by stockholders that do not have registration rightsexcluded from such offering, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s 's securities, such registration does not include shares of any other in which case, except as provided in (i), the selling stockholders and may be excluded if the underwriters make the determination described aboveabove and no other stockholder's securities are included, in which event or (iii) any or all securities held by a Founder be included if any securities held by any selling Holder are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed to be a single "selling stockholder," and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Valicert Inc), Investors' Rights Agreement (Valicert Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons Persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall so advise all be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such reduction shall reduce offering unless all other stockholders’ securities have been first excluded from the value offering, and (ii) the amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, 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, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the Holders may foregoing Persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Omada Health, Inc.), Investors’ Rights Agreement (Omada Health, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.2 2.3 to include any of the Preferred Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect provided that such agreement does not require indemnification by any of them except to a registration under the extent contemplated by Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company2.10 hereof. If the total amount of securities, including Registrable Securities, requested by stockholders the Preferred Holders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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. The Company shall so advise all Holders will include in such registration (i) first, the securities the Company proposes to sell for its own account; (ii) second, to the extent that the number of securities requesting registrationthe Company proposes to sell is less than the number of securities which the Company has been advised can be sold in such offering, and such number of Registrable Securities which the Preferred Holders have requested to be included in such registration pursuant to Section 2.3 hereof; provided, however, in no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which have been requested to be included by the Preferred Holders (or completely exclude the shares held by Preferred Holders) without the written consent of a majority of the then outstanding Registrable Securities proposed to be sold in the offering; and (iii) third, to the extent that the number of securities which are to be included in such registration pursuant to clauses (i) and (ii) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering, such number of other securities requested to be included in the offering for the account of any holders not contractually entitled to registration which, in the opinion of the underwriters, is compatible with the success of the offering. The number of Registrable Securities included in such registration statement shall be allocated pro rata among the holders of Registrable Securities based on the number of Registrable Securities held by each of them or in such other proportions as shall mutually be agreed to by them, but in no event shall any shares being sold by such a holder exercising a demand registration right similar to that are entitled granted in Section 2.2 or 2.4 be excluded from such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder" and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence. In no event shall the amount of Registrable Securities the Preferred Holders request to be included in the registration and underwriting shall pursuant to Section 2.3 be reduced, as follows: reduced below twenty-five (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below thirty-three percent (3325%) of the total value amount of securities included in such registration, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and 's Common Stock under the underwriters make the determination described aboveSecurities Act, in which event any or all of the Registrable Securities of the Preferred Holders may be excludedexcluded in accordance with this Section 2.8.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Metabasis Therapeutics Inc), Investors' Rights Agreement (Metabasis Therapeutics Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event such offering or (ii) any or all securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, 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, 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Rubrik, Inc.), Investors’ Rights Agreement (Rubrik, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall not, without the prior written consent of the holders of at least a majority of the Registrable Securities then held by the Investors exclude any Registrable Securities from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned first, to the Company; second, to the Investors on a pro rata basis based on the total number of Registrable Securities held by such Investors; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis so advise all Holders of securities requesting registration, and long as the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included Registrable Securities held by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesis not reduced. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of securities of the Registrable Securities of the Holders selling Investors included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, limited liability company, partnership or corporation, the affiliated venture capital funds, members, partners, retired partners and stockholders of such Holder together with any 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Menlo Therapeutics, Inc.), Investors’ Rights Agreement (Menlo Therapeutics, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons Persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall so advise all be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such reduction shall reduce offering unless all other stockholders’ securities have been first excluded from the value offering and (ii) the amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, 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, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the Holders may foregoing Persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (DoorDash Inc), Investors’ Rights Agreement (DoorDash Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons Persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall so advise all be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such reduction shall reduce offering unless all other stockholders’ securities have been first excluded from the value offering, (ii) the amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event such offering or (iii) any or all securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder other than a Common Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, private equity fund, partnership or corporation, the affiliated venture capital funds, private equity funds, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the Holders may foregoing Persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Peloton Interactive, Inc.), Investors’ Rights Agreement (Peloton Interactive, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the its underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable 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 and the Company determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities held by Investors, Maven or the Founder be excluded from such offering unless all Holders other stockholders’ securities have been first excluded. Further, in no event shall any Registrable Securities held by Investors or Maven be excluded unless all Registrable Securities held by the Founder, if any, have been excluded. In the event that the underwriters determine that, following the cutbacks described in the preceding two sentences, less than all of securities requesting registrationthe Registrable Securities requested to be registered by Investors and Maven can be included in such offering, then the Registrable Securities held by Investors and Maven that are included in such offering shall be apportioned pro rata among the selling Investors and Maven (if Maven has elected to sell) based on the number of shares of securities that are entitled Registrable Securities held by all selling Investors and Maven (if Maven has elected to sell) or in such other proportions as shall mutually be included in the registration agreed to by all such selling Investors and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable SecuritiesMaven. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of securities of the Registrable Securities of the Holders selling Investors included in such registration the offering be reduced below thirty-three percent (33%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Qualified Public Offering in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Investors may be excluded beyond this amount if the underwriters make the determination described aboveabove and no other stockholder’s securities are included in such offering. For purposes of apportionment pursuant to this Section 2.7, in for any selling stockholder which event is a Holder of Registrable Securities and which is an investment fund, partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders and Affiliates of such Holder, or the estates and family members of any or all such partners, retired partners, members and retired members and any trusts for the benefit of any of the Registrable Securities 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 the Holders may be excludedshares carrying registration rights owned by all entities and individuals included in such “selling Holder,” as defined in this sentence.
Appears in 2 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Brightcove Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the any Registrable Securities of the Holders included in such registration below thirty-three percent (33%) of the total value of securities included in such registration, unless be excluded from such offering is unless all other stockholders’ securities have been first excluded. In the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and event that the underwriters make the determination described above, in which event any or determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. For purposes of the Holders may preceding sentence concerning apportionment, 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, 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 excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Alder Biopharmaceuticals Inc), Investors’ Rights Agreement (Alder Biopharmaceuticals Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockshares, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole reasonable 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other shareholders’ securities are first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Qualified Public Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other shareholder’s securities are included in which event such offering or (ii) any or all securities held by an Ordinary Shareholder be included in such offering if any Registrable Securities held by any Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, for any selling shareholder 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, members, retired members and shareholders 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Gushan Environmental Energy LTD), Subscription Agreement (Gushan Environmental Energy LTD)
Underwriting Requirements. (i) In connection with any offering involving an underwriting of shares of the Company’s capital stockequity securities, the Company shall not be required to Register the Registrable Securities of a Holder under this Section 1.2 to include any 3 of this Exhibit unless such Holder’s Registrable Securities are included in the Holders’ securities underwritten offering and such Holder enters into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected by the Company and setting forth such underwriting unless they accept terms for the terms of the underwriting underwritten offering as have been agreed upon between the Company and the underwriters. In the event the underwriters selected by it advise Holders seeking Registration of Registrable Securities pursuant to this Section 3 of this Exhibit in writing that market factors (or by including the aggregate number of Registrable Securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten, the underwriters may (i) in the event the offering is the Company’s IPO, exclude all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company and no securities of other persons entitled to select the underwritersselling shareholders are included), or (ii) otherwise exclude the Registrable Securities requested to be Registered, provided that (A) no Registrable Securities shall be excluded unless all other equity securities (except for securities sold for the account of the Company) are excluded from the Registration and then, with respect to a registration under Section 1.2, only in such quantity underwriting and so long as the underwriters determine in their sole discretion will not jeopardize the success number of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Securities to be included in such registration under Section 1.2 exceeds Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included and (B) the amount of Registrable Securities to be included in such Registration shall not be reduced below twenty five percent (25%) of the total amount of securities sold other than by included in such Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company that or 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. The Company shall so advise all Holders of securities requesting registration, and may round the number of shares allocated to a Holder to the nearest one hundred (100) shares.
(ii) If any Holder disapproves the terms of securities any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the Registration. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1 or 2.2 of this Exhibit if the Registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that are entitled were to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below thirty-three percent (33%) of the total value of securities included in such withdrawn registration), unless such offering withdrawal is the initial public offering due to an action or inaction of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which Company or an event any or all outside of the Registrable Securities reasonable control of the Holders may be excludedsuch Holders.
Appears in 2 contracts
Sources: Shareholder Agreement (Tuya Inc.), Shareholder Agreement (Tuya Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons Persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall so advise all be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such reduction shall reduce offering unless all other stockholders’ securities have been first excluded from the value offering and(ii) the amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, 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, partners, members, retired partners and stockholders of such Holder, or the estates and Family Members of any such partners, members and retired partners and any trusts for the benefit of any of the Holders 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. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may be excludedround the number of shares allocated to any Holder to the nearest one hundred (100) shares.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (BillionToOne, Inc.), Investors’ Rights Agreement (BillionToOne, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event such offering or (ii) any or all securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, 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, 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Iradimed Corp), Investors’ Rights Agreement (Iradimed Corp)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all Holders other shareholders’ securities have been first excluded. In the event that the underwriters determine that less than all of securities requesting registration, and the number Registrable Securities requested to be registered after the expiration of shares of securities that are entitled to Restricted Period can be included in such offering, then the registration and underwriting Registrable Securities that are included in such offering shall be reduced, as follows: allocated (i) first, shares requested to be included Holders of Registrable Securities who hold (or held) Notes or Series C Preferred Stock, pro rata according to the number of Registrable Securities held by stockholders that do not have registration rights, each such Holder; and (ii) second, shares to the remaining Holders of Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered before the expiration of the Restricted Period can be included by in such offering, then the Registrable Securities that are included in such offering shall be allocated (i) first, to Holders of Registrable Securities who hold (or held) Series B-1 C Preferred Stock, pro rata according to the number of Registrable Securities held by each such Holder, up to the Series B-2 Preferred Stock or Series B-3 Preferred Stock, C Threshold Amount; and (iiiii) thirdsecond, after the Senior Management Employees and Director Employees have each registered up to their Threshold Senior Management Registrable Securities, to all Holders of Registrable Securities, pro rata according to the number of Registrable Securities held by each such Holder of Registrable Securities held by all such Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial Company’s first firm commitment underwritten public offering of its Common Stock under the Company’s securitiesAct (the “Initial Offering”), such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other shareholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence and for purposes of Section 1.2(b) concerning apportionment, for any selling shareholder 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 shareholders 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Note Purchase Agreement (Orion Energy Systems, Inc.), Investors’ Rights Agreement (Orion Energy Systems, Inc.)
Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares in which Registrable Securities of the Company’s capital stocka Holder are proposed to be included, the Company shall not be required under Section 1.2 to include any of the Holders’ a particular Holder’s securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company (if shares are being offered for the account of the Company) or the Holders of a majority of the Registrable Securities being included in such registration (if no shares are being offered for the account of the Company, as the case may be) and the underwriters selected by it (the Company and as are consistent with this Agreement; provided, however, that a Holder shall not be required to make any representations or by warranties other persons entitled to select the underwriters), and then, than with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. itself and its Registrable Securities.
(b) If the total amount of securities, including Registrable Securities, requested by stockholders Holders to be included in such registration under Section 1.2 offering exceeds the amount of securities proposed to be sold by Persons other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then then, the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, Securities which the underwriters determine in their sole discretion believe will not jeopardize be compatible with the success of the offering. The Company ; provided, however, that in no event shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, the Company exclude Registrable Securities from such registration unless the Company shall first have excluded from such registration all shares requested that the Company has the right to be included by stockholders that do not have registration rightsexclude before excluding or reducing the Holders’ Registrable Securities from such registration, (ii) second, shares requested to be included by the Holders any exclusion of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the shall be made pro rata among Holders included in such registration below thirty-three percent (33%) of the total value of securities whose Registrable Securities are being included in such registration, unless based on the number of Registrable Securities held by each such Holder, or pro rata among such Holders and holders of other securities of the Company who are entitled to include their securities in such registration and whose priority under the terms of their agreement(s) with the Company with respect to exclusion from registration ranks pari passu with the Holders’ rights, based on the respective numbers of Registrable Securities held by such Holders and the numbers of such securities held by such other holders; and (iii) in no event shall (A) any securities held by a holder who is entitled to include such holder’s securities in such registration and whose priority under the terms of such holder’s agreement with the Company with respect to exclusion from registration ranks senior to the Holders’ rights or (B) any shares being sold by any other stockholder of the Company exercising a demand registration right similar to that granted in Section 2.1 be excluded from such offering is unless all Registrable Securities to be included in such registration shall have been excluded. Nothing herein establishes the initial public offering rights or priorities of any such holders of other securities of the Company’s securitiesCompany with respect to inclusion in or exclusion from registration, such registration does not include shares of any other selling stockholders rights arising under, being set forth in, and governed by, the underwriters make the determination described above, in separate agreements pursuant to which event any or all of the Registrable Securities of the Holders may be excludedsuch rights were granted.
Appears in 2 contracts
Sources: Investor Rights Agreement (Kolltan Pharmaceuticals Inc), Investor Rights Agreement (Kolltan Pharmaceuticals Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons Persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall so advise all be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such reduction shall reduce offering unless all other stockholders’ securities have been first excluded from the value offering, (ii) the amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event such offering or (iii) any or all securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder other than a Common Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, 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, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the Holders may foregoing Persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Singular Genomics Systems, Inc.), Investors’ Rights Agreement (Atara Biotherapeutics, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under Section 1.2 5.3 to include any of the Holders’ securities ' Registrable Securities in such underwriting or the registration statement relating thereto unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by Holders and other stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold offered other than by the Company that the underwriters determine in their sole discretion is compatible with reasonably believe can be offered without jeopardizing 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 believe will not jeopardize the success of the offering. The Company To achieve any necessary reduction in the securities to be sold, the securities to be excluded from the offering shall so advise all Holders first be selected (in each case, pro rata among such class of holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled proposed to be included in the registration and underwriting statement or in such other proportions as shall mutually be reduced, as follows: agreed to by such class of holders) in the following order (subject to any contrary provisions in registration rights agreements executed by the Company prior to the date hereof): (i) first, shares requested securities being included on behalf of holders other than members of the ▇▇▇▇ Group shall be excluded, except for securities of holders referred to be included by stockholders that do not have registration rights, in clause (iii) below; (ii) secondnext, shares requested if additional securities must be excluded, Registrable Securities included pursuant to Section 5.3 shall be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and excluded; (iii) thirdthereafter, the Registrable Securities. Notwithstanding the foregoingif additional securities must be excluded, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below thirty-three percent (33%) of the total value of securities included on behalf of a holder exercising demand registration rights similar to those set forth in such registrationSection 5.2 shall be excluded; and (iv) finally, unless such offering is if additional securities must be excluded, securities offered by the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may Company shall be excluded.
Appears in 2 contracts
Sources: Standstill Agreement (Chart House Investors LLC), Standstill Agreement (Chart House Enterprises Inc)
Underwriting Requirements. In connection with any ------------------------- offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine managing underwriter determines in their its sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities so advise all included to be apportioned pro rata among the selling Holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling Holder or in the registration and underwriting such other proportions as shall mutually be reducedagreed to by such selling Holders), as follows: but in no event shall (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s 's securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above and no other stockholder's securities are included, or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in which event any or all Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Ibeam Broadcasting Corp), Investors' Rights Agreement (Ibeam Broadcasting Corp)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the its underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable 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 and the Company determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other shareholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three percent (33%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other IPO in which case the selling stockholders and Holders may be excluded beyond this amount if the underwriters make the determination described above and no other shareholder’s securities are included in such offering or (ii) notwithstanding (i) above, any Registrable Securities described in which event any or Section 1.15(i)-(ii) be excluded from such underwriting unless all Registrable Securities described in Section 1.15(iii) are first excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is an investment fund, partnership, limited liability company or corporation, the partners, members, retired partners, retired members, shareholders and Affiliates of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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 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 (ADESTO TECHNOLOGIES Corp), Investors’ Rights Agreement (ADESTO TECHNOLOGIES Corp)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event such offering or (ii) any or all securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, 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, 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Avinger Inc), Investors’ Rights Agreement (Avinger Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event such offering or (ii) any or all securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder other than a Common Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital or other investment fund, partnership or corporation, the Affiliates of such venture capital or other investment funds, partners, retired partners, members and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Amplitude, Inc.), Investors’ Rights Agreement (Amplitude, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockShares, the Company shall not be required under Section 1.2 this Clause 21.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize jeopardise the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities to be sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize jeopardise the success of the offering. The Company shall offering (the securities so advise all included to be apportioned pro rata among the selling Holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling Holder or in the registration and underwriting such other proportions as shall mutually be reducedagreed to by such selling Holders), as follows: but in no event shall (i) first, any shares requested to being sold by a Holder be included by stockholders that do not have registration rightsexcluded from such offering if any other shareholder’s securities are included, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three percent (33%) 30% of the total value amount of securities included in such registrationoffering or (iii) notwithstanding (ii) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Clause 21.1 be excluded from such offering, in each case, unless such offering is the initial public offering Initial Offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, in which event any or all above and no other shareholder’s securities are included. For purposes of the preceding Parenthetical concerning apportionment for any selling Shareholder that is a Holder of Registrable Securities and that is a partnership, corporation or limited liability company, the partners, retired partners, members, retired members and shareholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed to be a single “selling Holder,” and any pro rata reduction with respect to such 4 selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.
Appears in 2 contracts
Sources: Subscription and Shareholders’ Agreement (Globoforce LTD), Subscription and Shareholders’ Agreement (Globoforce LTD)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Section 2.2, the Company shall not be required under Section 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the its underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable 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 and the Company determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other persons’ securities (other than those securities proposed to be issued and sold for the account of the Company) have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering (provided that Major Investor’s shares will be reduced only after all other stockholders’ shares are reduced), unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other IPO in which case the selling stockholders and Holders may be excluded beyond this amount if the underwriters make the determination described above and no other person’s securities (other than those securities proposed to be issued and sold for the account of the Company) are included in such offering or (ii) notwithstanding (i) above, any Registrable Securities described in which event any or Section 1.16(i) be excluded from such underwriting unless all Registrable Securities described in Section 1.16(iii) are first excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is an investment fund, partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders and Affiliates of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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 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 (Olo Inc.), Investors’ Rights Agreement (Olo Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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. The Company shall offering (the securities so advise all Holders included to be apportioned pro rata among the selling stockholders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event, except as otherwise required by the registration and underwriting Registration Rights Agreement, shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other 's securities in which case the selling stockholders and may be excluded entirely if the underwriters make the determination described above and no other stockholder's securities are included or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in which event any or all Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed to be a single "selling stockholder", and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder", as defined in this sentence.
Appears in 2 contracts
Sources: Investor Rights Agreement (International Wireless Communications Holdings Inc), Investor Rights Agreement (International Wireless Communications Holdings Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.2 to include any of the Holders’ securities Registrable Securities in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the its underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount number of securities to be sold (other than by the Company Company) that the underwriters determine in their sole reasonable discretion determine 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 and the Company in their sole discretion determine will not jeopardize the success of the offering. The Company If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall so advise all be allocated among the selling Holders of securities requesting registration, and in proportion (as nearly as practicable) to the number of shares of securities that are entitled Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value number of Registrable Securities held by Investors included in the offering be reduced unless all other securities (including Registrable Securities held by Other Stockholders) are first entirely excluded from the offering, and (ii), subject to the immediately preceding clause (i), the number of Registrable Securities held by Other Stockholders included in the offering be reduced unless all other securities (excluding, for the avoidance of doubt, the Registrable Securities of held by the Holders included in such registration below thirty-three percent (33%) of the total value of Investors and any securities included in such registration, unless such offering is the initial public offering of held by the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may be excluded) are first entirely reduced to zero.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (REVA Medical, Inc.), Investors’ Rights Agreement (REVA Medical, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares Shares of the Company’s SalesLogix's capital stock, the Company SalesLogix shall not be required under Section 1.2 1.6 to include any of the Holders’ Holder's securities in such underwriting unless they accept the Holder accepts the terms of the underwriting as agreed upon between the Company SalesLogix and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the CompanySalesLogix. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company SalesLogix that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company SalesLogix 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. The Company shall offering (the securities so advise all included to be apportioned pro rata among the Holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included therein owned by stockholders that do not have registration rightseach selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders, but in no event shall (iii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering (ii) notwithstanding (i) above, any shares being sold by Symantec pursuant to exercise of a demand registration right under Section 1.5 or by holders pursuant to exercise of a demand right under Section 1.2(a) of the Company’s securitiesRestated Existing Agreement be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such registration does not include shares Holder, or the estates and family members of any other selling stockholders such partners and retired partners and any trusts for the underwriters make the determination described above, in which event benefit of any or all of the Registrable Securities foregoing persons shall be deemed to be a single "selling stockholder," and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of the Holders may be excludedShares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence.
Appears in 2 contracts
Sources: Registration Rights Agreement (Saleslogix Corp), Software License Agreement (Symantec Corp)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all Holders of other stockholders’ securities requesting registration, have been first excluded and the number of shares of securities in no event shall any Registrable Securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders Common Stock issued or issuable upon conversion of Series B-1 Preferred Stock, Series B-2 Voting Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no be excluded from such reduction shall reduce the value of the offering unless any Registrable Securities of that are Investor Common Stock have first been excluded from such offering. In the Holders included in such registration below thirty-three percent (33%) of the total value of securities included in such registration, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and event that the underwriters make the determination described above, in which event any or determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. For purposes of the Holders may preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership, limited liability company or corporation, the affiliated venture capital funds, partners, retired partners, members, former members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members, former members and any trusts for the benefit of any of the foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Shotspotter, Inc), Investors’ Rights Agreement (Shotspotter, Inc)
Underwriting Requirements. In connection with The rights of any Affiliate Stockholder to ------------------------- "piggy-back" in an underwritten public offering involving an underwriting of shares of the Company’s capital stock, the Company DST's securities shall not be required under Section 1.2 to include any of the Holders’ securities conditioned upon such Affiliate Stockholder's participation in such underwriting unless they accept and the terms inclusion of such Affiliate Stockholder's Registrable Securities in the underwriting to the extent provided herein. All Affiliate Stockholders proposing to distribute their Registrable Securities through such underwriting shall (together with DST and any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by DST. Notwithstanding any other provision of Article 3, if the underwriter determines that marketing factors require a limitation of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled number of shares to select the underwriters)be underwritten, and then, with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shares to be included in any such registration under Section 1.2 exceeds the amount of securities sold other than by the Company 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 based on the following priorities:
(i) In the case of an underwritten public offering only that number for the account of such securitiesDST, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reducedallocated, as follows: (i) first, to DST; second, to KCSI; third to the Affiliate Stockholders on a pro rata basis based on the number of shares requested by the Affiliate Stockholders to be included therein; and fourth to any other stockholder of DST on a pro rata basis based on the number of shares requested to be included by stockholders that do not have registration rights, therein;
(ii) In the case of an underwritten public offering for the account of KCSI, the number of shares to be included shall be allocated, first, to KCSI; second, to the Affiliate Stockholders; and third, to any other stockholders of DST on a pro rata basis based on the number of shares requested to be included therein by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and such stockholders; and
(iii) third, In the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value case of the Registrable Securities of the Holders included in such registration below thirty-three percent (33%) of the total value of securities included in such registration, unless such offering is the initial an underwritten public offering of for the Company’s securities, such registration does not include shares account of any other selling stockholder of DST, the number of shares to be included shall be allocated pro rata among the stockholders of DST, including KCSI and the underwriters make Affiliate Stockholders, based on the determination described above, in which event number of shares requested to be included therein. If any or all Affiliate Stockholder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to DST and the underwriters. Any Registrable Securities of the Holders may excluded or withdrawn from such underwriting shall be excludedwithdrawn from such registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Argyros George L), Registration Rights Agreement (DST Systems Inc)
Underwriting Requirements. In connection with any ------------------------- offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities so advise all included to be apportioned pro rata among the selling Holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling Holder or in the registration and underwriting such other proportions as shall mutually be reducedagreed to by such selling Holders), as follows: but in no event shall (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s 's securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above and no other stockholder's securities are included, or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in which event any or all Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Planetrx Com), Investors' Rights Agreement (Ibeam Broadcasting Corp)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons Persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall so advise all be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such reduction shall reduce offering unless all other stockholders’ securities have been first excluded from the value offering, (ii) the amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securitiesselling Holders may be excluded if the underwriters, such registration does not include shares of any other selling stockholders and the underwriters as applicable, make the determination described above, above and no other stockholder’s securities are included in which event such offering or (iii) any or all securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder other than a Common Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, 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, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the Holders may foregoing Persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Zymergen Inc.), Investors’ Rights Agreement (Zymergen Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock's Common Stock, the Company shall not be required under Section 1.2 1.2.2 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and any Holders participating pursuant to Section 1.2.1, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be Securities included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 offeringoffering with securities having least priority eliminated first, as follows:
(a) first priority to any securities offered by Sprint pursuant to Section 1.2.1;
(b) next priority, in any offering in which Sprint has exercised its registration rights under Section 1.2.1, to any securities offered by Current Investors pursuant to Section 1.2.2;
(c) next priority to securities offered by the Company, but only if the Company initiates the offering and Sprint is not participating pursuant to Section 1.2.1;
(d) next priority to securities offered by Holders pursuant to Section 1.2.2 (other than Current Investors if subpart (b) above applies), pro rata with any securities offered by the Company if subpart (c) above applies; and
(e) last priority to securities offered by any other stockholders. The Company shall so advise all Holders of securities requesting registration, and the number of shares of All securities that are offered by Holders having the same priority will be apportioned pro rata among such selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders. For purposes of such apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the registration partners, retired partners and underwriting 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 reduced, as follows: (i) first, shares requested deemed to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stocka single "selling stockholder", and (iii) third, any pro-rata reduction with respect to such "selling stockholder" shall be based upon the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value aggregate amount of the Registrable Securities of the Holders shares carrying registration rights owned by all entities and individuals included in such registration below thirty-three percent (33%) of the total value of securities included "selling stockholder," as defined in such registration, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may be excludedthis sentence.
Appears in 2 contracts
Sources: Investor Rights Agreement (Sprint Corp), Investor Rights Agreement (Hybrid Networks Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the The Company shall not be required under Section 1.2 Sections 3 or 12 to include any of the Holders’ ' securities in an underwritten offering of the Company's securities unless such underwriting unless they Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company, assuming usual and customary underwriting terms. If Notwithstanding any other provisions of this Agreement, in the case of an underwritten offering in which Registrable Securities are to be included pursuant to Section 3, if the managing underwriter shall advise the Company in writing that the total amount number of securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold securities, other than securities to be sold by the Company Company, that the underwriters determine in their sole discretion is compatible with the success of the offeringmarketing factors allow, 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 managing underwriter believes marketing factors allow (the success of the offering. The Company shall securities so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled included to be included in the registration and underwriting shall be reduced, reduced as follows: (i) first, all securities which are not Registrable Securities, securities covered by the Securities Purchase Agreement with Laurus Master Fund, LTD (the "Laurus Purchase Agreement") or securities covered by the Registration Rights Agreement dated August 15, 1997 (the "Registration Agreement") shall be excluded from the offering to the extent limitation on the number of shares included in the underwriting is required and (ii) if further limitation on the number of shares to be included in the underwriting is required then second, the number of shares that may be included in the underwriting held by selling Holders, parties to the Laurus Purchase Agreement and parties to the Registration Agreement who propose to participate in the registration shall be reduced pro rata based on the total number of securities having registration rights under this Agreement, the Laurus Purchase Agreement or the Registration Agreement by such persons; provided that, in no event shall the number of securities requested to be included registered by stockholders that do not have registration rights, (ii) second, parties to the Registration Agreement be reduced below 20% of the aggregate shares requested to be included by offered in the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no registration unless such reduction shall reduce the value parties request that securities constituting less than 20% of the Registrable Securities of aggregate shares to be offered in the Holders included in such registration below thirty-three percent (33%) of the total value of securities included in such registration, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described abovebe registered, in which event any or event, all of the Registrable Securities of the Holders may such securities shall be excludedincluded.
Appears in 2 contracts
Sources: Registration Rights Agreement (Briazz Inc), Registration Rights Agreement (Briazz Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockshares, the Company shall not be required under Section 1.2 2.2 to include any of the Holders’ Rights Holder’s securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their his sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securitiesthe Company Securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their his 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 securitiesCompany Securities, including Registrable Securities, which the underwriters determine in their his sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities so advise all Holders included to be apportioned pro rata among the selling shareholders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling shareholder or in the registration and underwriting such other proportions as shall mutually be reduced, as follows: agreed to by such selling shareholders) but in no event shall (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders selling Rights Holder included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value of securities included in such registration, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holder be included if any Registrable Securities held by the selling Rights Holder are excluded. For the avoidance of doubt, the rights of Rights Holder to be included in such an offering shall be pari passu with each other. If the Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Holders may registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be excludedwithdrawn from the registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (JMU LTD), Registration Rights Agreement (Xu Haohan)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as reasonably agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities and Other Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise (i) any Registrable Securities and Other Registrable Securities be excluded from such offering unless all Holders other stockholders’ securities (other than Registrable Securities and Other Registrable Securities) have been first excluded or (ii) the amount of securities requesting registration, Registrable Securities and the number of shares of securities that are entitled to be Other Registrable Securities included in the registration and underwriting shall offering be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registration, unless such offering is offering. In the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or that less than all of the Registrable Securities and Other Registrable Securities requested to be registered can be included in such offering, then the number of Registrable Securities included in the offering shall equal the total number of Registrable Securities and Other Registrable Securities included in the offering, as determined pursuant to the immediately preceding paragraph, multiplied by a fraction (i) the numerator of which is the number of Registrable Securities then held by all Holders that request to include Registrable Securities in the offering and (ii) the denominator of which is the sum of the number of Registrable Securities then held by all Holders may that request to include Registrable Securities in the offering and the number of Other Registrable Securities then held by all holders of Other Registrable Securities that request to include Other Registrable Securities in the offering. The number of Registrable Securities included in the offering pursuant to the immediately preceding sentence shall be excludedapportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, private equity fund, partnership or corporation, the affiliated venture capital funds, private equity 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Blue Coat Systems Inc), Investors’ Rights Agreement (Francisco Partners II LP)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a private equity fund, venture capital fund, investment fund, partnership, corporation or other investment vehicle, the affiliated private equity funds, venture capital funds, investment funds, investment vehicles, 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Slack Technologies, Inc.), Investors’ Rights Agreement (Slack Technologies, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.4 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall If the Holders are so advise all Holders of securities requesting registrationlimited by the underwriters’ determination, and the number of shares of securities that are entitled to may be included in the registration and underwriting shall be reducedallocated, as follows: (i) first, shares to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. In the event that the underwriters determine that less than all of the Registrable Securities requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to registered can be included by the Holders of Series B-1 Preferred Stockin such offering, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, then the Registrable SecuritiesSecurities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, in which event above and no other stockholder’s securities are included. If any or all Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For purposes of the Holders may preceding sentences concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership, limited liability company, or corporation, the affiliated venture capital funds, partners, retired partners, members and stockholders of such Holder, or the estates and family members of any such partners and retired partners, members and any trusts for the benefit of any of the foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Inogen Inc), Investors’ Rights Agreement (Inogen Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriter or underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCompany subject to the terms of this Section 1.3(c). If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities so advise all included to be apportioned pro rata among the selling Holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling Holder or in the registration and underwriting such other proportions as shall mutually be reducedagreed to by such selling Holders), as follows: but in no event shall (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (33%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of a “Qualified IPO” (as such term is defined in the Company’s securitiesthen current Amended and Restated Certificate of Incorporation, such registration does not include shares of any other as amended (the “Restated Certificate”)), in which case the selling stockholders and Holders may be completely excluded if the underwriters make the determination described aboveabove and no other stockholder’s securities are included, (ii) securities held by any Common Holder be included if any securities by any other selling Holder are excluded, or (iii) the number of shares of Registrable Securities to be included in which event any or such underwriting be reduced unless all other securities (other than those of the Company) are first entirely excluded from the underwriting. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership, limited liability company or corporation, the partners, retired partners, members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Control4 Corp), Investors’ Rights Agreement (Control4 Corp)
Underwriting Requirements. If the registration statement of which the Company gives notice under this Section 1.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole reasonable 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 that the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the selling Holders of securities requesting registration, and in proportion (as nearly as practicable) to the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, 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, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Astera Labs, Inc.), Investors’ Rights Agreement (Astera Labs, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit all Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities in such offering on the same terms and conditions as any other securities included therein. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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. The Company shall offering (the securities so advise all included to be apportioned pro rata among the selling Holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling Holder or in the registration and underwriting such other proportions as shall mutually be reduced, as follows: agreed to by such selling Holders) but in no event shall (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other 's securities in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in which event any Section 1.2 or all 1.3 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders 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 Holders may foregoing persons shall be excludeddeemed 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 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: Investment Agreement (PDT Inc /De/), Series a Preferred Stock Registration Rights Agreement (PDT Inc /De/)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons Persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall so advise all be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such reduction shall reduce offering unless all other stockholders’ securities have been first excluded from the value offering and (ii) the amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, 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, partners, members, retired partners and stockholders of such Holder, or the estates and Family Members of any such partners, members and retired partners and any trusts for the benefit of any of the Holders 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. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may be excludedround the number of shares allocated to any Holder to the nearest one hundred (100) shares.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Evommune, Inc.), Investors’ Rights Agreement (Evommune, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, 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, 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Veeva Systems Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons Persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall so advise all be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such reduction shall reduce offering unless all other stockholders’ securities have been first excluded from the value offering, and (ii) the amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, 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, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the Holders may foregoing Persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (RAPT Therapeutics, Inc.), Investors’ Rights Agreement (RAPT Therapeutics, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities to be sold (other than by the Company Company) 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company shall so advise all Holders of securities requesting registration, and or the underwriters may round the number of shares of securities that are entitled allocated to be included in any Holder to the registration and underwriting shall be reduced, as follows: nearest one hundred (i100) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesshares. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, 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, 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Figma, Inc.), Investors’ Rights Agreement (Figma, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, 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, 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (NephroGenex, Inc.), Investors’ Rights Agreement (Care Capital III LLC)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities so advise all included to be apportioned pro rata among the selling Holders according to the total amount of securities requesting registration, and the number of shares of securities that are 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; provided, that in any case at least two-thirds (2/3) of the registration and underwriting Holders' securities so included are held by Holders other than Common Holders), but in no event shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s 's securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included, or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in which event any or all Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and shareholders 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Adexa Inc), Investors' Rights Agreement (Adexa Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockUnderwritten Offering, the Company shall not be required under Section 1.2 1.4 to include any of the Holders’ securities in such underwriting underwriting, unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Stockholders to be included in such registration under Section 1.2 offering exceeds the an amount of securities sold other than by the Company 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. The Company shall so advise all Holders In such event: (x) in cases initially involving the registration for sale of securities requesting registrationfor the Company’s own account, and the number of shares of securities that are entitled to shall be included registered in such offering in the registration and underwriting shall be reduced, as followsfollowing order of priority: (i) first, shares requested the securities which the Company proposes to be included by stockholders that do not have registration rightsregister, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred StockWarrant Shares, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders and securities which have been requested to be included in such registration below thirtyby persons entitled to exercise “piggy-three percent (33%) back” registration rights pursuant to contractual commitments of the total value Company (pro rata based on the amount of securities sought to be registered by Holders and such other persons); and (y) in cases not initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any person whose exercise of a “demand” registration right pursuant to a contractual commitment of the Company is the basis for the registration, (ii) second, the Warrant Shares, (iii) third, Registrable Securities and securities which have been requested to be included in such registrationregistration by persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Holders and such other persons), and (iv) fourth, the securities which the Company proposes to register. No Holder may participate in any Underwritten Offering hereunder unless such offering is Holder (a) agrees to sell such Holder’s securities on the initial public offering basis provided in any underwriting arrangements approved by the person or persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting arrangements and other documents reasonably required under the Company’s securities, terms of such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may be excludedunderwriting arrangements.
Appears in 2 contracts
Sources: Registration Rights Agreement (Tontine Capital Partners L P), Registration Rights Agreement (Patrick Industries Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other shareholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other shareholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, for any selling shareholder 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 shareholders 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Marketo, Inc.), Investors’ Rights Agreement (Marketo, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.2 2.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect subject to a registration under the limitations set forth in this Section 1.22.8, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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. The Company shall offering (the securities so advise all Holders included to be apportioned pro rata among the selling stockholders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling stockholder or in the registration and underwriting such other proportions as shall mutually be reduced, as follows: agreed to by such selling stockholders) but in no event shall (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three percent (33%) 25% of the total value amount of securities included in such registrationoffering, unless such offering is a Qualified IPO, in which case, the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included or (ii) any securities held by a Founder or Common Holder be included if any securities held by any other selling Holder are excluded. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which event any or all may be included by Holders without the written consent of each of the Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. For purposes of the Holders may preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be excludeddeemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (NanoString Technologies Inc), Investors’ Rights Agreement (NanoString Technologies Inc)
Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect subject to a registration under the provisions of this Section 1.21.8, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. .
(b) If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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. The Company shall offering (the securities so advise all Holders included to be apportioned pro rata among the selling stockholders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling stockholder or in the registration and underwriting such other proportions as shall mutually be reduced, as follows: agreed to by such selling stockholders) but in no event shall (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securitiesInitial Public Offering, such registration does not include shares of any other in which case, all selling stockholders and may be excluded entirely if the underwriters make the determination described above, above and no other stockholder’s securities are included or (ii) any Founders’ Stock be included if any securities held by any selling Investor or assignee thereof in which event any or all accordance with Section 1.2 of this Agreement are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the Holders foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.
(c) Subject to the provisions of Section 1.8(b) and 1.8(c)(iii) below, not less than (A) 30% of the number of shares of Series I Preferred Stock (or shares of Common Stock issued upon conversion thereof) that constitute Registrable Securities (the “Series I Registrable Securities”) held by each selling stockholder that holds Series I Registrable Securities and (B) 30% of the number of shares of Series J Preferred Stock (or shares of Common Stock issued upon conversion thereof) that constitute Registrable Securities (the “Series J Registrable Securities”) held by each selling stockholder that holds Series J Registrable Securities, shall be included in the Initial Public Offering.
(i) To the extent a selling stockholder that holds Series I Registrable Securities elects to include less than 30% of the number of shares of Series I Registrable Securities held by such stockholder in the Initial Public Offering (each, a “Non-Fully Participating Series I Stockholder”), each selling stockholder that elects to include 30% of the number of shares of Series I Registrable Securities held by such stockholder in the Initial Public Offering (each, a “Fully Participating Series I Stockholder”) shall be entitled, subject to the provisions of Section 1.8(b), to include additional shares of Series I Registrable Securities equal to its pro rata portion of the aggregate number of shares of Series I Registrable Securities entitled to be included hereunder, but not included, by the Non-Fully Participating Series I Stockholders.
(ii) To the extent a selling stockholder that holds Series J Registrable Securities elects to include less than 30% of the number of shares of Series J Registrable Securities held by such stockholder in the Initial Public Offering (each, a “Non-Fully Participating Series J Stockholder”), each selling stockholder that elects to include 30% of the number of shares of Series J Registrable Securities held by such stockholder in the Initial Public Offering (each, a “Fully Participating Series J Stockholder”) shall be entitled, subject to the provisions of Section 1.8(b), to include additional shares of Series J Registrable Securities equal to its pro rata portion of the aggregate number of shares of Series J Registrable Securities entitled to be included hereunder, but not included, by the Non-Fully Participating J Series Stockholders.
(iii) Notwithstanding any other provision of this Section 1.8(c), if the total amount of securities, including Registrable Securities, requested by selling stockholders to be included in the Initial Public Offering 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, provided that the number of shares that may be excludedincluded in the underwriting shall be allocated, first, to the Company; second, to selling Holders that hold Series I Registrable Securities and Series J Registrable Securities, up to 30% of each of the Series I Registrable Securities and Series J Registrable Securities on a pro rata basis based on the total number of Series I Registrable Securities and Series J Registrable Securities held by such Holders; third, to selling Holders holding Registrable Securities other than Series I Registrable Securities and Series J Registrable Securities, up to 30% of such Registrable Securities on a pro rata basis based on the total number of Registrable Securities (other than Series I Registrable Securities or Series J Registrable Securities) held by such Holders; and fourth, to each selling stockholder holding shares of Registrable Securities, any additional shares of Registrable Securities (including shares of Series I Registrable Securities and Series J Registrable Securities) held by each such selling stockholder, which Registrable Securities to be included shall be apportioned pro rata among such selling stockholders according to the total amount of such additional shares of Registrable Securities (including Series I Registrable Securities and Series J Registrable Securities) entitled to be included therein or in such other proportions as shall mutually be agreed to by such selling stockholders.
Appears in 2 contracts
Sources: Investors' Rights Agreement, Investors’ Rights Agreement (Calix Networks Inc)
Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares of the Company’s capital stockEquity Securities, the Company shall not be required to Register the Registrable Securities of any Holder under this Section 1.2 to include any of 3 unless such ▇▇▇▇▇▇’s Registrable Securities are included in the Holders’ securities underwriting and such ▇▇▇▇▇▇ enters into an underwriting agreement in customary form with the underwriters selected by the Company and setting forth such underwriting unless they accept the terms of for the underwriting as have been agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select underwriters. In the underwriters), and then, with respect to a registration under Section 1.2, only in such quantity as event the underwriters determine advise any Holder seeking Registration of Registrable Securities pursuant to this Section 3 in their sole discretion will not jeopardize writing that marketing factors (including, without limitation, the success aggregate number of Registrable Securities requested to be Registered, the general condition of the offering market and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude Registrable Securities from the Registration and underwriting if so justified after excluding any other Equity Securities (except for securities to be offered by the Company. If ) from the total Registration and underwriting, so long as the amount of securities, including Registrable Securities, requested by stockholders to be Securities included in such registration under Section 1.2 exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion offering 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. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: reduced below thirty (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below thirty-three percent (3330%) of the total value number of securities included in such registrationthe offering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described aboveIPO, in which event any or case all of the Registrable Securities of the Holders may be excluded.
(b) If a limitation on the number of Registrable Securities is required pursuant to paragraph (a) above, the number of Registrable Securities that may be included in the Registration and underwriting by selling Holders shall be allocated among such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders would otherwise be entitled to include in the Registration or in such other proportion as shall mutually be agreed to by all such selling Holders. For purposes of the provision in this Section 3.3 concerning apportionment, for any selling Holder that is a partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members and retired members 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 number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.
(c) If any Holder disapproves of the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least seven (7) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from the underwriting shall be withdrawn from the Registration.
Appears in 2 contracts
Sources: Investor Rights Agreement (Structure Therapeutics Inc.), Investor Rights Agreement (ShouTi Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities to be sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering Initial Offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event such offering or (ii) any or all securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder that is not a Common Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, 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 Holders 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. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excludedexcluded and withdrawn from the registration.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Coupa Software Inc), Investors’ Rights Agreement (Coupa Software Inc)
Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company; provided, however, that the Company will use its reasonable best efforts to negotiate the terms of such underwriting agreement to provide that no Holder (other than a Founder) shall be required to make any customary representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities, and its intended method of distribution, and any liability of any Holder (other than a Founder) to any underwriter or other person under such underwriting agreement shall be limited to an amount equal to the net proceeds that it derives from such registration. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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. The Company shall offering (the securities so advise all Holders included to be apportioned pro rata among the selling stockholders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling stockholder or in the registration and underwriting such other proportions as shall mutually be reduced, as follows: agreed to by such selling stockholders) but in no event shall (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering or (iii) any securities held by the Founders or any person who is the initial public offering not selling Registrable Securities be included if any securities held by any selling Holder are excluded. For purposes of the Company’s securitiespreceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and which is a partnership, corporation or limited liability company, the partners, retired partners and stockholders of such registration does not include shares Holder, or the estates and family members of any other selling stockholders such partners, members, retired members and retired partners and any trusts for the underwriters make the determination described above, in which event benefit of any or all of the Registrable Securities foregoing persons shall be deemed to be a single "selling stockholder," and any pro rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of the Holders may be excludedshares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence.
Appears in 2 contracts
Sources: Merger Agreement (Mpath Interactive Inc/Ca), Merger Agreement (Mpath Interactive Inc/Ca)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all Holders of other stockholders’ securities requesting registration, and have been first excluded. In the number of shares of securities event that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders underwriters determine that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders; provided, however, that in no event shall (x) the amount of securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event such offering or (y) any or all securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital or similar investment fund, partnership or corporation, the affiliated 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Chime Financial, Inc.), Investors’ Rights Agreement (Chime Financial, Inc.)
Underwriting Requirements. If, pursuant to Subsection 2.1, the Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Subsection 2.1. The underwriter(s) will be selected by the Investor, subject only to the reasonable approval of the Company. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to Subsection 2.2, the Company shall not be required under Section 1.2 to include any of the Holders’ securities Investor’s Registrable Securities in such underwriting unless they accept the Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the its underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount number of securities to be sold (other than by the Company Company) that the underwriters determine in their sole reasonable discretion determine 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 and the Company in their sole discretion determine will not jeopardize the success of the offering. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, in no such reduction event shall reduce (i) the value number of the Registrable Securities of the Holders included in such registration the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (ii) the number of Registrable Securities included in the offering be reduced below thirty-three twenty percent (3320%) of the total value number of securities included in such offering. For purposes of Subsection 2.1, a registration shall not be counted as “effected” if fewer than fifty percent (50%) of the total number of Registrable Securities that the Investor has requested to be included in such registration statement are actually included. Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Investor, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Investor refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to three hundred sixty-five (365) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; furnish to the Investor such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate their disposition of their Registrable Securities; use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the Investor; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such offering is jurisdiction and except as may be required by the initial Securities Act; in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; promptly make available for inspection by the Investor, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the Investor, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; notify the Investor, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and after such registration statement becomes effective, notify the Investor of any request by the SEC that the Company amend or supplement such registration statement or prospectus. In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy shall provide that the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all directors may implement a trading program under Rule 10b5-1 of the Registrable Securities of the Holders may be excludedExchange Act.
Appears in 2 contracts
Sources: Asset Purchase Agreement (U-Swirl, Inc.), Membership Interest Purchase Agreement (U-Swirl, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other shareholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other shareholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, for any selling shareholder 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 shareholders 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Okta, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities, other than securities included pursuant to that certain employment letter agreement between the Company and ▇▇▇▇▇ ▇▇▇▇, dated as of November 26, 2012 (the “Letter Agreement”), have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall so advise all Holders be apportioned to ▇▇▇▇▇ ▇▇▇▇ pursuant to the terms of securities requesting registrationthe Letter Agreement, and then pro rata among the selling Holders based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three twenty percent (3320%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of Initial Offering, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other stockholder’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, 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, 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (FireEye, Inc.), Investors’ Rights Agreement (FireEye Inc)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under Section 1.2 3.2 to include any of the Holders’ securities Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwritersprovided that such underwriters shall be of internationally recognized reputation), and then, with respect to a registration under Section 1.2, then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe 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 SecuritiesSecurities requested by Shareholders to be included in such offering, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering. The Company shall offering (the securities so advise all Holders included to be apportioned pro rata among the selling Shareholders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling Shareholder or in such other proportions as shall mutually be agreed to by such selling Shareholders) if so justified together with the exclusion of other Equity Securities from the underwriting in proportion to the number of Registrable Securities and other Equity Securities that may be included in the registration and underwriting underwriting; but in no event shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders and Shareholders may be excluded entirely if the underwriters make the determination described above and no other Shareholder’s securities are included or (ii) notwithstanding (i) above, any shares being sold by a Shareholder exercising a demand registration right similar to that granted in which event any or all of the Registrable Securities of the Holders may Section 3.1 be excludedexcluded from such offering.
Appears in 2 contracts
Sources: Shareholder Agreement, Shareholders Agreement (Newsummit Biopharma Holdings LTD)
Underwriting Requirements. In connection with any underwritten public offering involving an underwriting of shares of the Company’s share capital stockunder this Section 3, the Company shall not be required under this Section 1.2 3 to include any of the Holders’ securities in such underwriting offering unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCompany based on marketing factors. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offeringallowed based on marketing factors, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The offering and the Company shall so advise all Holders of securities requesting include in such registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested which the Company may wish to be included by stockholders that do not have registration rightsregister for its own account, (ii) second, shares the Registrable Securities requested to be included therein by the Holders (the securities so included to be allocated between the Holders on a pro rata basis based on the number of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, Registrable Securities held by all such Holders) and (iii) third, the Registrable Securitiesother securities requested to be included in such registration. Notwithstanding the foregoing, in no such reduction event shall reduce the value number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least twenty (20) days prior to the effective date of the registration statement. Any Registrable Securities of excluded or withdrawn from such underwriting shall be excluded and withdrawn from the Holders included in such registration below thirty-three percent (33%) of the total value of securities included in such registration, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may be excluded.
Appears in 2 contracts
Sources: Registration Rights Agreement (Macrocure Ltd.), Registration Rights Agreement (Macrocure Ltd.)
Underwriting Requirements. (i) In connection with any offering involving an underwriting of shares equity interests of the Company’s capital stockCorporation described in Section 3, the Company Corporation shall not be required under Section 1.2 3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by stockholders Members to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company Corporation that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Corporation 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. The Company offering (the securities so included to be apportioned pro rata among the selling Holders pro rata among them based on the relative number of Registrable Securities then held by each such participating Holder or in such other proportions as shall so advise all Holders mutually be agreed to by such selling Holders) but in no event shall (i) the amount of securities requesting registration, and of the number of shares of securities that are entitled to be selling Holders included in the registration and underwriting shall offering be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registration, unless such offering or (ii) any securities held by a person who is the initial public offering not a Holder of Registrable Securities be included if any securities held by any selling Holder are excluded. For purposes of the Company’s securitiespreceding parenthetical concerning apportionment, such registration does not include shares for any selling Holder which is a holder of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities and which is a partnership or corporation, the partners, retired partners and equity owners of such holder 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 Holders may be excludedaggregate amount of equity interests carrying registration rights owned by all entities and individuals included in such “selling Holder,” as defined in this sentence.
Appears in 2 contracts
Sources: Registration Rights Agreement (Fluence Energy, Inc.), Registration Rights Agreement (Fluence Energy, Inc.)
Underwriting Requirements. In connection with any ------------------------- offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 1.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, excluding securities sold by the Company, then the Company shall be required to include in the offering only that number of such securitiessecurities to be sold by selling stockholders, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities to be sold by selling stockholders and so advise all Holders included to be apportioned pro rata among the selling stockholders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling stockholder or in the registration and underwriting such other proportions as shall mutually be reduced, as follows: agreed to by such selling stockholders) but in no event shall (i) first, any shares requested being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering unless all securities held by a Founder and all securities proposed to be included by stockholders sold in the offering that do are not have registration rightsRegistrable Securities are first excluded, or (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three ten percent (3310%) of the total value amount of securities included in such registrationoffering, (including shares to be sold by the Company) unless such offering is the initial public offering of the Company’s 's securities, such registration does not include shares of any other in which case, selling stockholders and may be excluded if the underwriters make the determination described above, in which event any or all above and no other stockholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed to be a single "selling ------- stockholder," and any pro-rata reduction with respect to such "selling ----------- stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence.
Appears in 1 contract
Underwriting Requirements. In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under Section 1.2 9.3 to include any of the Holders’ securities ' Registrable Securities in such underwriting or the registration statement relating thereto unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by Holders and other stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold offered other than by the Company that the underwriters determine in their sole discretion is compatible with reasonably believe can be offered without jeopardizing 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 believe will not jeopardize the success of the offering. The Company To achieve any necessary reduction in the securities to be sold, the securities to be excluded from the offering shall so advise all Holders first be selected (in each case, pro rata among such class of holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled proposed to be included in the registration and underwriting statement or in such other proportions as shall mutually be reduced, as follows: agreed to by such class of holders) in the following order (subject to any contrary provisions in registration rights agreements executed by the Company prior to the date hereof): (i) first, shares requested securities being included on behalf of holders other than members of the ▇▇▇▇ Group shall be excluded, except for securities of holders referred to be included by stockholders that do not have registration rights, in clause (iii) below; (ii) secondnext, shares requested if additional securities must be excluded, Registrable Securities included pursuant to Section 9.3 shall be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and excluded; (iii) thirdthereafter, the Registrable Securities. Notwithstanding the foregoingif additional securities must be excluded, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below thirty-three percent (33%) of the total value of securities included on behalf of a holder exercising demand registration rights similar to those set forth in such registrationSection 9.2 shall be excluded; and (iv) finally, unless such offering is if additional securities must be excluded, securities offered by the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may Company shall be excluded.
Appears in 1 contract
Sources: Standby Purchase Agreement (Chart House Enterprises Inc)
Underwriting Requirements. In connection with any offering under Section 1.3 involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under Section 1.2 to include any of the HoldersPurchasers’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included but in such registration under Section 1.2 exceeds no event will the amount of securities sold other than by the Company 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. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders selling Purchasers included in such registration the offering be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registration, offering (the Registrable Securities so included to be apportioned pro rata among the selling Purchasers according to the total amount of Registrable Securities entitled to be included therein owned by each selling Purchaser or in such other proportions as shall mutually be agreed to by such selling Purchasers) unless such offering is the initial public offering of the Company’s securities, in which case all Registrable Securities may be excluded. For purposes of apportionment, any selling Stockholder which is a Purchaser of Registrable Securities and which is a partnership, limited liability company or corporation, the partners, members or stockholders of such registration does not Purchaser, or the estates and family members of any such partners, members or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Stockholder”, and any pro rata reduction with respect to such “selling Stockholder” shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such “selling Stockholder”, as defined in this sentence. The Company shall have the right to include shares now or hereafter owned by the Company’s officers and employee directors that are not already, by virtue of this Agreement, deemed Registrable Securities (the “Management Shares”) in any other selling stockholders and the underwriters make the determination described aboveregistration pursuant to Section 1.3, in which event any or provided, however, that all of the Management Shares shall be excluded from such registration before any Registrable Securities are excluded from such registration pursuant this Section 1.8. If Management Shares are included in a registration pursuant to Section 1.3, each holder of the Holders may Management Shares will be excludeddeemed a “Purchaser” (as that term is defined in Section 1 of this Agreement) for all purposes under this Agreement other than Sections 1.12, 1.13 and 3.
Appears in 1 contract
Underwriting Requirements. In connection with any ------------------------- offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.2 to include any of the Holders’ Nokia's securities in such underwriting unless they accept Nokia accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enters into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offeringoffering (the securities so included to be apportioned first to the Company, then second pro rata among the selling holders of Common Stock previously issued upon conversion of the Company's Series A Preferred Stock according to the total amount of Common Stock previously issued upon conversion of the Company's Series A Preferred Stock held by each selling holder, then third pro rata among the selling holders of Common Stock previously issued upon conversion of Preferred Stock other than Series A Preferred Stock according to the total amount of Common Stock previously issued upon conversion of Preferred Stock other than Series A Preferred Stock owned by each selling holder, then fourth pro rata among all other selling stockholders, or in such other proportions as shall mutually be agreed to by all such parties), it being understood that all Registrable Securities may be excluded from the registration on this basis. The Company affiliates through which Nokia may directly or indirectly own any Registrable Securities and any trusts for the benefit of any of the foregoing entities shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled be deemed to be included in the registration a single "selling stockholder," and underwriting any pro rata reduction with respect to such "selling stockholder" shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by based upon the Holders aggregate amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders owned by all entities included in such registration below thirty-three percent (33%) of the total value of securities included "selling stockholder," as defined in such registration, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may be excludedthis sentence.
Appears in 1 contract
Sources: Stockholder Rights Agreement (Intertrust Technologies Corp)
Underwriting Requirements. In connection with any offering involving If a registration statement under which the Company gives notice under this Section 5.3 is for an underwriting of shares of the Company’s capital stockunderwritten offering, the Company shall not be required under this Section 1.2 5.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders the members of the Company to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company In no event shall so advise any Registrable Securities be excluded from such offering unless all other members’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders of securities requesting registration, and based on the number of shares of securities that are entitled Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be included in the registration and underwriting shall be reduced, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securitiesall such selling Holders. Notwithstanding the foregoing, in no such reduction event shall reduce the value amount of securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three percent (33%) [***]of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of IPO, in which case the Company’s securities, such registration does not include shares of any other selling stockholders and Holders may be excluded if the underwriters make the determination described above, above and no other member’s securities are included in which event any or all such offering. For purposes of the preceding sentence concerning apportionment, for any selling shareholder 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 holders 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 Holders may foregoing persons shall be excludeddeemed 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.
Appears in 1 contract
Sources: Shareholder Agreements (Allogene Therapeutics, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters), and thenthen only, with respect subject to a registration under this Section 1.21.8, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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. The Company shall offering (the securities so advise all Holders included to be apportioned pro rata among the selling stockholders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling stockholder or in the registration and underwriting such other proportions as shall mutually be reduced, as follows: agreed to by such selling stockholders) but in no event shall (i) first, shares requested to any Registrable Securities be included by stockholders that do not excluded from such offering unless all other stockholders’ securities have registration rights, been first excluded and (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the offering be reduced below thirty-three percent (33%) 25% of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case, the selling stockholders and may be excluded if the underwriters make the determination described above, in which event any or all above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership, limited liability company or corporation, the Affiliated Funds, partners, retired partners, members, retired members and stockholders of such holder, or the estates and family members of any such partners and retired partners and members and retired members and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.
Appears in 1 contract
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockshare capital, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons Persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities so advise all included to be apportioned pro rata among the selling Holders according to the total amount of securities requesting registration, and 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). If the underwriters determine in good faith to so limit the number of shares to be underwritten, the number of securities shares that are entitled to may be included in the registration and underwriting shall be reducedallocated first to the Company, as follows: (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, on a pro rata basis; and (iii) third, to any shareholder of the Registrable SecuritiesCompany other than a Holder on a pro rata basis. Notwithstanding the foregoing, no No such reduction shall reduce the value amount of securities of the Registrable Securities of the selling Holders included in such registration below thirty-three percent (33%) 25% of the total value amount of securities included in such registration, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may be excluded.
Appears in 1 contract
Sources: Registration Rights Agreement (Theravance Biopharma, Inc.)
Underwriting Requirements. In connection with any offering involving an underwriting of shares of being issued by the Company’s capital stock, the Company shall not be required under Section 1.2 5.3 to include any of the Holders’ securities ' Registrable Securities in such underwriting or the registration statement relating thereto unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by Holders and other stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold offered other than by the Company that the underwriters determine in their sole discretion is compatible with reasonably believe can be offered without jeopardizing 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 believe will not jeopardize the success of the offering. The Company To achieve any necessary reduction in the securities to be sold, the securities to be excluded from the offering shall so advise all Holders first be selected (in each case, pro rata among such class of holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled proposed to be included in the registration and underwriting 15 statement or in such other proportions as shall mutually be reduced, as follows: agreed to by such class of holders) in the following order (subject to any contrary provisions in registration rights agreements executed by the Company prior to the date hereof): (i) first, shares requested securities being included on behalf of holders other than members of the Zell ▇▇▇up shall be excluded, except for securities of holders referred to be included by stockholders that do not have registration rights, in clause (iii) below; (ii) secondnext, shares requested if additional securities must be excluded, Registrable Securities included pursuant to Section 5.3 shall be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and excluded; (iii) thirdthereafter, the Registrable Securities. Notwithstanding the foregoingif additional securities must be excluded, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below thirty-three percent (33%) of the total value of securities included on behalf of a holder exercising demand registration rights similar to those set forth in such registrationSection 5.2 shall be excluded; and (iv) finally, unless such offering is if additional securities must be excluded, securities offered by the initial public offering of the Company’s securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of the Registrable Securities of the Holders may Company shall be excluded.
Appears in 1 contract
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stockstock pursuant to paragraph 2.1, the Company shall not be required under Section 1.2 to include any of the Holders’ securities Holder’s Registrable Securities in such underwriting unless they accept Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the its underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total amount number of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount number of securities to be sold (other than by the Company Company) that the underwriters determine in their sole reasonable discretion determine 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 and Company in their sole discretion determine will not jeopardize the success of the offering. The Company shall so advise all Holders If the number of securities requesting registrationto be sold in the registration is so limited, and the number of shares of securities that are entitled to be included in the registration and underwriting shall will be reduced, as followsallocated in the following priority: (i) first, shares requested securities to be included sold by stockholders that do not have registration rights, Company and (ii) second, shares securities to be sold which are Registrable Securities and all other securities with registration rights pari passu with Registrable Securities (“Second Category”). If the underwriters determine that less than all of the securities in Second Category requested to be included by the Holders of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders registered can be included in such registration below thirty-three percent (33%) of the total value of securities offering, then Registrable Securities that are included in such registrationoffering shall be apportioned pro rata among the selling holders based on the number of shares held on the date of Company’s notice of registration in accordance with paragraph 2.1 by all Second Category selling holders or in such other proportions as shall mutually be agreed to by all such selling holders. For purposes of the provision in this paragraph 2.2 concerning apportionment, for any selling stockholder that is a partnership, limited liability company, or corporation, the partners, retired partners, members, retired members, stockholders, and Affiliates of such holder, or the estates and Immediate Family Members of any such partners, retired partners, members, retired members, stockholders and Affiliates, 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 number of shares owned by all Persons included in such “selling holder,” as defined in this sentence. • Obligations of Company. Whenever required under this paragraph 2 to effect the registration of any Registrable Securities, Company shall, as expeditiously as reasonably possible: • prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective upon Company’s determination in its sole discretion; • prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; • furnish to the selling Holder such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as Holder may reasonably request in order to facilitate its disposition of their Registrable Securities; • use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holder; provided that Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless Company is already subject to service in such offering is jurisdiction and except as may be required by the initial Securities Act; • in the event of any underwritten public offering offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering; • use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by Company are then listed; • promptly make available for inspection by the selling Holder, any managing underwriter participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holder, all financial and other records, pertinent corporate documents, and properties of Company, and cause Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent in connection with any such registration statement; • notify each selling Holder, promptly after Company receives notice thereof, of the Company’s securities, time when such registration does not include shares statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and • after such registration statement becomes effective, notify each selling Holder of any other selling stockholders and request by the underwriters make the determination described above, in which event any SEC that Company amend or all of the Registrable Securities of the Holders may be excludedsupplement such registration statement or prospectus.
Appears in 1 contract
Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 1.2 1.3 to include any of the Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form subject to the limitations set forth in Section 1.11 hereof, with an underwriter or underwriters selected by the Company, and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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 that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company shall offering (the securities so advise all included to be apportioned pro rata among the selling Holders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling Holder or in the registration and underwriting such other proportions as shall mutually be reducedagreed to by such selling Holders), as follows: but in no event shall (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of the selling Holders included in such registration the opening be reduced below thirty-three thirty percent (3330%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s 's securities, such registration does not include shares of any other selling stockholders and the underwriters make the determination described above, in which event any or all of case the Registrable Securities of the selling Holders may be excludedexcluded if no other shareholder's securities are included, or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering, (iii) the number of shares of Registrable Securities to be included in such underwriting (excluding any Registrable Securities held by Common Holders) be reduced unless all Registrable Securities held by the Common Holders are first entirely excluded from such underwriting or (iv) the number of shares of Registrable Securities to be included in such underwriting (excluding any Registrable Securities held by Common Holders) be reduced unless all shares that are not Registrable Securities that are held by any other person including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be entirely excluded from such underwriting. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and shareholders 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.
Appears in 1 contract
Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.2 1.3 to include any of the Holders’ or the Founders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then, with respect to a registration under Section 1.2, then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration under Section 1.2 offering exceeds the amount of securities sold other than by the Company 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. The Company shall offering (the securities so advise all Holders included to be apportioned pro rata among the selling stockholders according to the total amount of securities requesting registration, and the number of shares of securities that are entitled to be included therein owned by each selling stockholder or in the registration and underwriting such other proportions as shall mutually be reduced, as follows: agreed to by such selling stockholders) but in no event shall (i) first, shares requested to be included by stockholders that do not have registration rights, (ii) second, shares requested to be included by the Holders amount of Series B-1 Preferred Stock, Series B-2 Preferred Stock or Series B-3 Preferred Stock, and (iii) third, the Registrable Securities. Notwithstanding the foregoing, no such reduction shall reduce the value securities of the Registrable Securities of selling Holders and the Holders Founders included in such registration the offering be reduced below thirtytwenty-three five percent (3325%) of the total value amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company’s securities, such registration does not include shares of any other in which case the selling stockholders (including the Holders and Founders) may be excluded entirely if the underwriters make the determination described above and no other stockholder’s securities are included, or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in which event any or all Section 1.2 be excluded from such offering. Notwithstanding the above, if the total amount of securities requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then no individual Founder shall be entitled to include in excess of 15,000 shares (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations) in such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the Holders may foregoing persons shall be excludeddeemed to be a single “selling stockholder,” and any pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.
Appears in 1 contract