Agreement to Furnish Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under Section 2.13 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 2.13 and this Section 2.14 shall not apply to a Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the applicable period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.13 and 2.14. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.13 and 2.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder shall use its best efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, an opinion, dated as of such date, of the counsel representing such Holder for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering that includes selling stockholders.
Appears in 6 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Helix TCS, Inc.), Investor Rights Agreement (Gemphire Therapeutics Inc.)
Agreement to Furnish Information. Each Holder hereby agrees that such Holder shall not sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act; provided that (a) the obligations described in this Section 2.13 shall apply only to the Company's Initial Offering; (b) all officers and directors of the Company and holders of at least one percent (1%) of the Company's securities enter into similar agreements; (c) such agreements shall not apply to securities purchased by the Holder in the public market or in a registered offering; and (d) any discretionary waiver or termination of the restrictions contained in such agreement (or any similar lock up provision to which the Company is a party) for the benefit of any officer, director, or holder of at least one percent (1%) of the Company's securities shall apply to all the Holders on a pro-rata basis (according to the total number of Registrable Securities owned by each Holder). Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that which are consistent with the Holder’s obligations under Section 2.13 foregoing or that which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be reasonably required by the Company or such representative in connection with the completion of any public offering of the Company’s 's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 2.13 and this Section 2.14 shall not apply to a Special Registration Statementregistration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-stop- transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the applicable said one- hundred eighty (180) day period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.13 and 2.14. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.13 and 2.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder shall use its best efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, an opinion, dated as of such date, of the counsel representing such Holder for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering that includes selling stockholders.
Appears in 2 contracts
Samples: Investor Rights Agreement (Noosh Inc), Investor Rights Agreement (Noosh Inc)
Agreement to Furnish Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under Section 2.13 2.6 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 2.13 2.6 above and this Section 2.14 2.7 shall not apply to a Special Registration Statementregistration statement (i) relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, including any registration statements related to the resale of securities issued in such a transaction or (iii) related to stock issued upon conversion of debt securities. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the applicable one hundred eighty (180) day period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.13 2.6 and 2.142.7. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.13 2.6 and 2.14 2.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder shall use its best efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, an opinion, dated as of such date, of the counsel representing such Holder for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering that includes selling stockholders.
Appears in 2 contracts
Samples: Registration Rights Agreement (Codexis Inc), Registration Rights Agreement (Codexis Inc)
Agreement to Furnish Information. Each Holder Experian hereby agrees that it shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by Experian (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company, not to exceed ninety (90) days following the effective date of the registration statement of the Company filed under the Securities Act in connection with an underwritten offering of any of its equity securities; provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities and all other persons with registration rights are bound by and enter into substantially similar agreements and no such agreement is waived. Experian agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that which are consistent with the Holder’s obligations under Section 2.13 foregoing or that which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder Experian shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 2.13 and this Section 2.14 shall not apply to a Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the applicable said ninety (90) day period. Each Holder Experian agrees that any transferee of not to transfer any shares of Registrable Securities shall to any permitted transferee unless such transferee has agreed to be bound by Sections 2.13 and 2.14. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.13 and 2.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder shall use its best efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, an opinion, dated as of such date, of the counsel representing such Holder for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering that includes selling stockholdersthis Section 2.8.
Appears in 1 contract
Samples: Registration Rights Agreement (First Advantage Corp)
Agreement to Furnish Information. Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act with respect to an Initial Public Offering, Qualified Initial Offering or other underwritten public offering of the Company's Common Stock; provided that all officers and directors of the Company and holders of at least five percent (5%) of the Company's voting securities enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that which are consistent with the Holder’s obligations under Section 2.13 foregoing or that which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s 's securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 2.13 and this Section 2.14 2.12 shall not apply to a Special Registration Statementregistration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the applicable said one hundred eighty (180) day period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.13 and 2.14. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.13 and 2.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder shall use its best efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, an opinion, dated as of such date, of the counsel representing such Holder for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering that includes selling stockholdersthis Section 2.12.
Appears in 1 contract
Agreement to Furnish Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under Section 2.13 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company), each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 2.13 and this Section 2.14 shall not apply only to a Special Registration Statementthe Initial Offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the applicable said period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.13 and 2.14. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.13 and 2.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Notwithstanding anything to the contrary herein, if the Company or the underwriter shall release from the terms of the foregoing lockup provisions or such agreements more than (A) 10,000 shares of Registrable Securities (as adjusted for any stock split or combination) owned of record or beneficially by any executive officer, director or Holder, or (B) 50,000 shares of Registrable Securities in the aggregate (as adjusted for any stock split or combination) owned of record or beneficially by any executive officer, director or Holder (any such excess amount released, the “Excess Release Amount”), the Company shall immediately so notify all other Holders in writing and each such Holder shall use its best efforts be released from the lockup provided for in Section 2.13 as to furnish, on the date that amount of such Holder’s Registrable Securities are delivered subject thereto equal to such Holder’s pro rata share of the underwriters for saleExcess Release Amount (a “Lock Up Release”) . Notwithstanding the foregoing, no release or series of releases of any stockholder or stockholders from any market stand-off or lockup agreement or arrangement shall be deemed an Excess Release Amount or shall be counted towards determining an Excess Release Amount if such securities are being sold through underwritersrelease is made in connection with any settlement of actual, an opinion, dated as proposed or threatened litigation or the release of claims against the Company by such date, of the counsel representing such Holder for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering that includes selling stockholder or stockholders.
Appears in 1 contract
Samples: Investor Rights Agreement (Five Prime Therapeutics Inc)
Agreement to Furnish Information. Each Holder hereby agrees that such Holder shall not sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act; provided that (a) the obligations described in this Section 2.13 shall apply only to the Company's Initial Offering; (b) all officers and directors of the Company and holders of at least one percent (1%) of the Company's securities enter into similar agreements; (c) such agreements shall not apply to securities purchased by the Holder in the public market or in a registered offering; and (d) any discretionary waiver or termination of the restrictions contained in such agreement (or any similar lock up provision to which the Company is a party) for the benefit of any officer, director, or holder of at least one percent (1%) of the Company's securities shall apply to all the Holders on a pro-rata basis (according to the total number of Registrable Securities owned by each Holder). Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that which are consistent with the Holder’s obligations under Section 2.13 foregoing or that which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be reasonably required by the Company or such representative in connection with the completion of any public offering of the Company’s 's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 2.13 and this Section 2.14 shall not apply to a Special Registration Statementregistration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the applicable said one-hundred eighty (180) day period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.13 and 2.14. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.13 and 2.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder shall use its best efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, an opinion, dated as of such date, of the counsel representing such Holder for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering that includes selling stockholders.
Appears in 1 contract
Agreement to Furnish Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under Section 2.13 2.11 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 2.13 2.11 and this Section 2.14 2.12 shall not apply to a Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the applicable said one hundred eighty (180) day period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.13 2.11 and 2.142.12. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.13 2.11 and 2.14 2.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder shall use its best efforts If the restrictions of Section 2.11 are waived or terminated by the underwriters with respect to furnishany party, the restrictions on the date that such Registrable Securities are delivered Holders contained in Section 2.11 will be waived or terminated to the underwriters for sale, if such securities are being sold through underwriters, an opinion, dated as same extent. The restrictions of Section 2.11 will not apply to transfers to affiliates of such date, Holders or to purchases made in the open market following completion of the counsel representing such Holder for Initial Offering; provided that the purposes of such registration, transferee agrees to be bound in form and substance as is customarily given to underwriters in an underwritten public offering that includes selling stockholderswriting by the restrictions set forth herein.
Appears in 1 contract
Agreement to Furnish Information. Each Holder hereby agrees that such Holder shall not publicly sell, publicly transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a public sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed ninety (90) days following the effective date of a registration statement of the Company filed under the Securities Act; provided that, all officers and directors of the Company and holders of at least one percent (1%) of the Company's voting securities and all other persons with registration rights (whether or not pursuant to this Agreement) are bound by and enter into similar agreements and no such agreement is waived. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that which are consistent with the Holder’s obligations under Section 2.13 foregoing or that which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s 's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 2.13 and this Section 2.14 shall not apply to a Special Registration Statement. The Company registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may impose stop-transfer instructions with respect be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the applicable periodfuture. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.13 this Section 2.13. 2.14 Restrictions on Public Sale by the Company and 2.14Others2.14 Restrictions on Public Sale by the Company and Others . The underwriters Company agrees not to make any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for its equity securities, including a sale under Regulation D under the Securities Act or under any other exemption of the Company’s stock are intended third party beneficiaries Securities Act (except as part of Sections 2.13 the underwritten registration referred to herein or pursuant to registration on Forms S-8 or S-4 or any successor form), during the seven (7) days prior to and 2.14 the 90 days after the effective date of any underwritten demand registration pursuant to Section 2.2 or any underwritten piggyback registration pursuant to Section 2.3 or a Form S-3 Registration pursuant to Section 2.4 unless the managing underwriter(s) for such demand or piggyback registration agrees otherwise, and shall have the right, power and authority parties hereto agree that the Company will not be required to enforce effect any such registration or sale notwithstanding the other provisions hereof as though they were a party heretoof this Agreement. Each Holder shall The Company also agrees to use its best reasonable efforts to furnishcause each holder of at least 1% (on a fully-diluted basis) of its equity securities (other than Registrable Securities) or any securities convertible into or exchangeable or exerciseable for its equity securities (other than Registrable Securities), purchased from the Company at any time on or after the date that such Registrable Securities are delivered of this Agreement (other than in a registered public offering), to agree not to make any public sale or distribution of those securities, including a sale pursuant to Rule 144 (except as part of the underwriters for saleunderwritten registration, if such securities are being sold through underwriterspermitted), an opinion, dated as of such date, during the seven (7) days prior to and the one hundred eighty (180) days after the effective date of the counsel representing such Holder for registration unless the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering that includes selling stockholdersmanaging underwriter(s) agrees otherwise.
Appears in 1 contract
Samples: Investors' Rights Agreement (Pequot Capital Management Inc/Ct/)
Agreement to Furnish Information. Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following (in the discretion of the representative of the underwriters) the effective date of a registration statement of the Company for the Initial Offering or the date of the underwriting agreement in connection with the Initial Offering, provided that all executive officers and directors of the Company and current holders of at least one percent (1%) of the Company's voting securities enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that which are consistent with the Holder’s obligations under Section 2.13 foregoing or that which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s 's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 2.13 and this Section 2.14 shall not apply to a Special Registration Statementregistration relating solely to employee benefit plans on Form S- 1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-stop- transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the applicable said one hundred eighty (180) day period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.13 and 2.14. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.13 and 2.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder shall use its best efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, an opinion, dated as of such date, of the counsel representing such Holder for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering that includes selling stockholders.
Appears in 1 contract