Common use of Company Registration Clause in Contracts

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Pulmonx Corp), Investors’ Rights Agreement (Pulmonx Corp), Investors’ Rights Agreement (Pulmonx Corp)

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Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities 1933 Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.55.2, the Company shall, subject to the provisions of Section 1.84.4, cause to be registered under the Securities 1933 Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 4 contracts

Samples: Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc), Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc), Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.55.5, the Company shall, subject to the provisions of Section 1.82.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Digirad Corp), Investors’ Rights Agreement (Digirad Corp), Investors’ Rights Agreement (Digirad Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock under or other securities either for its own account or the Securities Act in connection with the public offering account of such securities solely for cash a stockholder or stockholders exercising their respective demand registration rights (other than (i) a registration pursuant to Sections 1.2 or 1.12, (ii) a registration relating solely to employee benefit or similar plans, (iii) a registration relating to a Rule 145 transaction or (iv) a registration on any form which does not permit secondary sales or does not include substantially the sale of securities same information as would be required to participants be included in a Company stock plan or a transaction covered by Rule 145 under registration statement covering the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredRegistrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) calendar days after mailing of the date such notice by the Company in accordance with Section 3.5is given, the Company shall, subject to the provisions of Section 1.8, cause to be registered under include in the Securities Act registration all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Chegg, Inc), Investors’ Rights Agreement (Chegg, Inc), Investors’ Rights Agreement (Bazaarvoice Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock under or other securities either for its own account or the Securities Act in connection with the public offering account of such securities solely for cash a stockholder or stockholders exercising their respective demand registration rights (other than (i) a registration pursuant to Sections 1.2 or 1.11, (ii) a registration relating solely to employee benefit or similar plans, (iii) a registration relating to a Rule 145 transaction or (iv) a registration on any form which does not permit secondary sales or does not include substantially the sale of securities same information as would be required to participants be included in a Company stock plan or a transaction covered by Rule 145 under registration statement covering the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredRegistrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) calendar days after mailing of the date such notice by the Company in accordance with Section 3.5is given, the Company shall, subject to the provisions of Section 1.81.7, cause to be registered under include in the Securities Act registration all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Mavenir Systems Inc), Investors’ Rights Agreement (Mavenir Systems Inc), Investors’ Rights Agreement (Mavenir Systems Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan plan, an offering or sale of securities pursuant to a transaction covered by Rule 145 under the Securities Act, Form S-4 (or successor form) registration statement or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing giving of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.81.7, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 3 contracts

Samples: Registration Rights Agreement (Accentia Biopharmaceuticals Inc), Registration Rights Agreement (Accentia Biopharmaceuticals Inc), Registration Rights Agreement (Accentia Biopharmaceuticals Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any form which does not permit secondary sales or include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5SECTION 2.6 hereof, the Company shall, subject to the provisions of Section 1.8SECTION 1.7 hereof, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Crdentia Corp), Registration Rights Agreement (Crdentia Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely on Forms S-8 or S-4 or any similar or successor form thereto or, a registration on any form which is inappropriate for or which does not include substantially the same information as would be required to be included in a registration statement covering the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredRegistrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request confirmation of each Holder given within 20 thirty (30) days after mailing of such notice by the Company in accordance with Section 3.57.5, the Company shall, subject to the provisions of Section 1.81.6, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Netreit), Registration Rights Agreement (Netreit)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at each such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Nanogen Inc), Investors' Rights Agreement (Nanogen Inc)

Company Registration. If (but without any obligation to do so) the -------------------- Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information, other than information related to the selling shareholders or their plan of distribution, as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.59.6, the Company shall, subject to the provisions of Section 1.86.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Diamond Technology Partners Inc), Stock Purchase Agreement (Diamond Technology Partners Inc)

Company Registration. If (but without any obligation to do so) -------------------- the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or plan, a transaction covered by SEC Rule 145 under the Securities Act, transaction or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Dovebid Inc), Investors' Rights Agreement (Dovebid Inc)

Company Registration. If (but without any obligation to do so) -------------------- the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such written notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Stockholder Rights Agreement, Stockholder Rights Agreement (R2 Technology Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under registration on any form that does not include substantially the Securities Act, or same information as would be required to be included in a registration in which statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder Holders written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under include in the Securities Act registration statement all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Purchase Agreement (TRM Copy Centers Corp), Investors' Rights Agreement (TRM Copy Centers Corp)

Company Registration. If (but without any obligation to do so) -------------------- the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities or a registration on Form S-4), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Corsair Communications Inc), Series C Preferred Stock Purchase Agreement (Corsair Communications Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.53.5 hereof, the Company shall, subject to the provisions of Section 1.81.8 hereof, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Investor Rights Agreement (Star Telecommunications Inc), Investors' Rights Agreement (Sorrento Networks Corp)

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) pursuant to a registration demand by the Initiating Holders, (ii) in connection with registrations on Form S-4 or S-8 promulgated by the SEC or any successor forms or (iii) a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredemployment benefit plans), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.81.3(c), use all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested requests to be registered.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Qualtrics International Inc.), Investors’ Rights Agreement (Qualtrics International Inc.)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.52.7, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered, provided that the Company shall only be obligated to register such Registrable Securities that are or have been converted into Common Stock at the time of the filing of such registration statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (PSW Technologies Inc), Registration Rights Agreement (PSW Technologies Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder of Investor Registrable Securities written notice of such registration. Upon the written request of each Holder of Investor Registrable Securities given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Investor Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Signal Pharmaceuticals Inc), Investors' Rights Agreement (Signal Pharmaceuticals Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock option plan or stock purchase plan, a registration relating to a corporate reorganization or other transaction covered by under Rule 145 under of the Securities Act, or a registration on any form that does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.514(e), the Company shall, subject to the provisions of Section 1.86, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Markland Technologies Inc), Technology Purchase Agreement (Markland Technologies Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration thirty (30) days prior to such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such written notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Investor Rights Agreement (Xcyte Therapies Inc), Investor Rights Agreement (Xcyte Therapies Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include or incorporate substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 ten (10) days after mailing of such notice by the Company in accordance with Section 3.52.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Series a Preferred Stock Registration Rights Agreement (PDT Inc /De/), Investment Agreement (PDT Inc /De/)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) -------------------- any of its stock under or other securities either for its own account or the Securities Act in connection with the public offering account of such securities solely for cash a stockholder or stockholders exercising their respective demand registration rights (other than (i) the Company's initial public offering, (ii) pursuant to Sections 1.2 or 1.12, (iii) a registration relating solely to the sale of securities employee benefit or similar plans, (iv) a registration on Form S-4, or its successor, in connection with acquisition transactions or (v) relating to participants in a Company stock plan or a transaction covered by listed in Rule 145 145(a) under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) calendar days after mailing of the date such notice by the Company in accordance with Section 3.5is given, the Company shall, subject to the provisions of Section 1.8, cause to be registered under include in the Securities Act registration all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Altiris Inc), Investors' Rights Agreement (Altiris Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.55.2, the Company shall, subject to the provisions of Section 1.84.4, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc), Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.511(e), the Company shall, subject to the provisions of Section 1.810.6, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Secured Convertible Note Purchase Agreement (Accrue Software Inc), Secured Convertible Note Purchase Agreement (Smelick Robert)

Company Registration. If (but without any obligation to do so) -------------------- the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 15 days after mailing of such notice by the Company in accordance with Section 3.59.6, the Company shall, subject to the provisions of Section 1.87.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Series C Preferred Stock Purchase Agreement (Qualix Group Inc), Series D Preferred Stock and Warrant Purchase Agreement (Qualix Group Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders its own account or for stockholders other than the HoldersStockholders) any of its stock or other securities under the Securities 1933 Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under registration on Form S-4 or any other form which does not include substantially the Securities Act, or same information as would be required to be included in a registration in which statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Shares), the Company shall, at such time, promptly give each Holder of the Holders written notice of such registration. Upon the written request of each Holder any one or more of the Holders given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Company, then, subject to Section 3.51.6 hereof, the Company shall, subject to the provisions of Section 1.8, shall cause to be registered under the Securities 1933 Act all of the Registrable Securities Shares that each any such Holder has requested to be registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Inet Technologies Inc), Registration Rights Agreement (Inet Technologies Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registered)the Registrable Securities, the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.55.2, the Company shall, subject to the 5 provisions of Section 1.84.4, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc), Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing delivery of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Pemstar Inc), Series a Preferred Stock Purchase Agreement (Pemstar Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock Common Stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely either to the sale of securities to participants in a Company stock option, stock purchase or similar plan or a transaction covered by to an SEC Rule 145 under the Securities Acttransaction, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredon any other form not reasonably and customarily appropriate for this purpose), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.55.5, the Company shall, shall subject to the provisions of Section 1.83.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 2 contracts

Samples: Series E Preferred Stock Purchase Agreement (Abbott Laboratories), Rights Agreement (Ribogene Inc / Ca/)

Company Registration. If (but without If, at any obligation time or from time to do so) time, the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the HoldersHolder) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under stock plan of the Securities ActCompany's affiliate(s), or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each the Holder written notice of such registration. Upon the written request of each the Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.86, cause to be registered under the Securities Act all of the Registrable Securities that each such the Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Mentor Graphics Corp)

Company Registration. If (but without any obligation to do so) (i) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock Common Stock or other securities under the Securities Act in connection with the a public offering of such securities solely for cash (including a registration effected by the Company for stockholders other than the Holders, but not including a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities ActCompany's employee benefit plans, or a registration on any form that does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), and (ii) the Company has consummated its Initial Public Offering, the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Healtheon Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than an Initial Public Offering or a registration statement relating solely either to the sale of securities to participants in employees of the Company pursuant to a Company stock option, stock purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredtransaction), the Company shall, at such time, promptly give each Holder at least ten (10) days written notice of such registration. Upon the written request of each Holder given within 20 ten (10) days after mailing of such notice by the Company in accordance with Section 3.52.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Uproar Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form that does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at each such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.88, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Primus Knowledge Solutions Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.59.5, the Company shall, subject to the provisions of Section 1.89.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Stock Purchase Agreement (Infonow Corp /)

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.52.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Healthdesk Corp)

Company Registration. If (but without any obligation to do so) the Company at any time proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than an Initial Public Offering that does not include a sale of shares other than by the Company or a registration statement relating solely either to the sale of securities to participants in employees of the Company pursuant to a Company stock option, stock purchase or similar plan or a transaction covered by SEC Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredtransaction), the Company shall, at such time, promptly give each Holder at least thirty (30) days written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing receipt of such notice by the Company Holder in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.81.7, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Quest Software Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registered), the Registrable Securities) the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.52.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Friedmans Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the HoldersHolder) any of its stock or other securities under the Securities Act in connection with the a public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shallwill, at such time, promptly give each the Holder written notice of such proposed registration. Upon the written request of each the Holder given within 20 days after mailing receipt of such notice by the Company in accordance with Section 3.5Holder, the Company shallwill, subject to the provisions of Section 1.81.7, cause to be registered under the Securities Act all of the Registrable Securities that each such the Holder has requested to be registered.

Appears in 1 contract

Samples: Secured Promissory Note (Gti Corp)

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to of participants in a Company stock plan employee benefit plan, a registration covering only securities proposed to be issued in exchange for securities or a transaction covered by Rule 145 under the Securities Actassets of another corporation, or a registration in which the only stock Common Stock being registered is Common Stock issuable upon conversion of debt securities which that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company is delivered to such Holder in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.83.2(c), use best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested requests to be registered.

Appears in 1 contract

Samples: Stockholders Agreement (Aemetis, Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the HoldersInvestors) any of its stock or other equity securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under to other compensatory arrangements to the Securities Actextent includable on Form S-8 (or similar or successor form), or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredon Form S-4 (or similar or successor form)), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 thirty (30) days after mailing of such notice by the Company in accordance with Section 3.519, the Company shall, subject to the provisions of Section 1.88, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Atrium Companies Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shallwill, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section SECTION 3.5, the Company shallwill, subject to the provisions of Section SECTION 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered; provided, however, that the Company will not be obligated to effect more than two such registrations of Holders' Registrable Securities.

Appears in 1 contract

Samples: Investors' Rights Agreement (Daou Systems Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including any of its capital stock under the Securities Act, whether for this purpose a registration effected by its own account or for the Company for account of shareholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash Holders (other than a registration on Form S-8 relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actregistration on Form S-4, or a the registration on Form S-3 filed by the Company in which the only stock being registered is September 2000 that included 562,285 shares of Common Stock issuable upon conversion issued in connection with the acquisitions of debt securities which are also being registeredUniflame, Inc. and International Propane Products, Inc.), the Company shall, at each such time, promptly give each Holder written notice of such registration. Upon the written request of each any Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.86, use its best efforts to cause to be registered under the Securities Act a registration statement covering all of the Registrable Securities that each such Holder has requested to be registeredregistered to become effective under the Securities Act and to be included in any underwriting involved therein.

Appears in 1 contract

Samples: Registration Rights Agreement (Blue Rhino Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than an Initial Public Offering or a registration statement relating solely either to the sale of securities to participants in employees of the Company pursuant to a Company stock option, stock purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredtransaction), the Company shall, at such time, promptly give each Holder at least fifteen (15) days written notice of such registration. Upon the written request of each Holder given within 20 fifteen days (15) after mailing of such notice by the Company in accordance with Section 3.51.16, the Company shall, subject to the provisions of Section 1.81.6, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Medscape Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than the Company’s first such registration and other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan), or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered)on any form that does not permit secondary sales, the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.55.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors’ Rights Agreement (St Francis Medical Technologies Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities ActSpecial Registration Statement, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing the effective date of such written notice by the Company in accordance with (as determined under Section 3.55.2 below), the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors Rights Agreement (Xenoport Inc)

Company Registration. If (but without any obligation to do so) -------------------- the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under registration on any form which does not include substantially the Securities Act, or same information as would be require to be included in a registration in which statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registered)the Registrable Securities, the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.81.6, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investor's Rights Agreement (Power Integrations Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including file a resale registration statement with the SEC for this the purpose of effecting a registration effected by the Company for shareholders stockholders other than the Holders) any Holders of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or plan, a transaction covered by Rule 145 under registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities Act, or a registration in which the only stock Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such proposed registration. Upon the written request of each Holder given within 20 ten (10) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Intrabiotics Pharmaceuticals Inc /De)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for itself, for the Holders or for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan plan, a registration relating to a corporate reorganization or a other transaction covered by under Rule 145 under of the Securities Act, Act or a registration in which the only stock Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.81.7, use all reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Cybergold Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the HoldersStockholders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than an Initial Public Offering or a registration statement relating solely either to the sale of securities to participants in employees of the Company pursuant to a Company stock option, stock purchase or similar plan or a transaction covered by SEC Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredtransaction), the Company shall, at such time, promptly give each Holder Stockholder at least thirty (30) days written notice of such registration. Upon the written request of each Holder Stockholder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.81.7, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder Stockholder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Playboy Com Inc)

Company Registration. If (but without any obligation to do so) -------------------- the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Efficient Networks Inc)

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock Common Stock being registered is Common Stock issuable upon conversion of debt securities which that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.81.3(c), use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Fort Point Partners Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any form which does not permit secondary sales or include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.52.6 hereof, the Company shall, subject to the provisions of Section 1.81.7 hereof, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Crdentia Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form that does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at each such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.88.7, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registeredso requested.

Appears in 1 contract

Samples: Shareholders Agreement (McCaw International LTD)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or any registration on any form which does not include substantially the same information as would be required to be included in a registration in which statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, ; subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Financial Engines, Inc.)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Deltagen Inc)

Company Registration. If (but without any obligation to do so) so under this Agreement), at any time after the closing of the Contemplated Public Offering, the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registrationregistration at least 20 days prior to the proposed date to file any registration statement. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.52.5, the Company shall, subject to the provisions of Section 1.81.6, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Cyanotech Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, Act or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.53.4, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Infinera Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan plan, a registration relating to an acquisition or a similar transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investor Rights Agreement (Nuance Communications)

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Company Registration. If (but without At any obligation to do so) time after an IPO that the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock shares or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing receipt of such notice by from the Company in accordance with Section 3.5the notice provision of this Agreement, the Company shall, subject to the provisions of Section 1.8, shall cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Rights Agreement (Powerdsine LTD)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form that does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at each such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.84.7, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registeredso requested.

Appears in 1 contract

Samples: Stockholders Agreement (McCaw International LTD)

Company Registration. If (but without any obligation to do -------------------- so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by registration relating solely to an SEC Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredtransaction), the Company B-13. shall, at such time, promptly give each Holder, each Founder and each Common Holder written notice of such registration. Upon the written request of each Holder such person given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.515, the Company shall, subject to the provisions of Section 1.86.9, cause to be registered under the Securities Act all of the Registrable Securities securities that each such Holder, Founder and Common Holder has requested to be registered.

Appears in 1 contract

Samples: Investors Rights Agreement (Restoration Hardware Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under to other compensatory arrangements to the Securities Actextent includable on Form S-8, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredon Form S-4), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.53.4, the Company shall, subject to the provisions of Section 1.82.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Shareholders Rights Agreement (Ultimate Software Group Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 fifteen (15) days after mailing and concurrent transmission by facsimile, where applicable and where the Company has such Holder's facsimile number, of such written notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Rita Medical Systems Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration under Section 1.3 or relating solely to the sale of securities to participants in a Company stock employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any form which does not permit secondary sales or include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.52.6 hereof, the Company shall, subject to the provisions of Section 1.81.7 hereof, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Crdentia Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such written notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.88, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Introgen Therapeutics Inc)

Company Registration. If (but without at any obligation to do so) time the Company proposes to register (including whether for this purpose a registration effected by its own account or for the Company for shareholders account of any stockholder other than the Holdersregistrations effected pursuant to Sections 1.2 and 1.12 of this Agreement) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information about the Company as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Rubios Restaurants Inc)

Company Registration. If (but without any obligation under this Agreement to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holderspursuant to this Agreement) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each any Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.54.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Rhythms Net Connections Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.59.6, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.of

Appears in 1 contract

Samples: Stock Purchase Agreement (Applied Molecular Evolution Inc)

Company Registration. If (but without any obligation to do so) -------------------- the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or plan, a transaction covered by Rule 145 under registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities Act, or a registration in which the only stock Common Stock being registered is Common Stock issuable upon conversion of debt securities which that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.54.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Cacheflow Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Rhythms Net Connections Inc)

Company Registration. If at any time after the date that is six months after the Company's initial public offering (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock shares or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock share plan or a transaction covered by Rule 145 under the Securities Act, registration on Form F-4 or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredany similar successive form), the Company shall, at such time, promptly give each Holder who holds Registrable Securities written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.87, cause to be registered under include in the Securities Act registration statement all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Shamir Optical Industry Ltd.)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely on Form S-4, Form S-8 or any successorx xxxxxxx, xx any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredRegistrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder Holder, given within 20 fifteen (15) days after the mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Elsinore Corp)

Company Registration. If (but without any obligation to do so) -------------------- so under this Agreement), at any time after the closing of the Contemplated Public Offering, the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registrationregistration at least 20 days prior to the proposed date to file any registration statement. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.54.5, the Company shall, subject to the provisions of Section 1.83.6, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Preferred Stock Conversion and Registration Rights Agreement (Cna Financial Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each a Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.52.4, the Company shall, subject to the provisions of of Section 1.81. 9, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Ligand Pharmaceuticals Inc)

Company Registration. If (but without any obligation to do so) -------------------- the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or plan, a transaction covered by Rule 145 under registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities Act, or a registration in which the only stock Common Stock being registered is Common Stock issuable upon conversion of debt securities which that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Cacheflow Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register -------------------- (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actoption plan, or stock purchase plan, a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.56.5, the Company shall, subject to the provisions of Section 1.8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Ocen Communications Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actbenefit plan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement cover ing the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such written notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Stockholder Rights Agreement (Abgenix Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors Rights Agreement (Egroups Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such written notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.82(h), cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Master Rights Agreement (Applied Medical Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.53.5 hereof, the Company shall, subject to the provisions of Section 1.81.8 hereof, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Nuvasive Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including including, for this purpose purpose, a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredan Excluded Registration), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice is given by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.8Subsection 2.2, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registeredincluded in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.1 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Anebulo Pharmaceuticals, Inc.)

Company Registration. If (but without any obligation to do so) ), at any time the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form that does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly (no less than thirty (30) days prior to the anticipated filing date) give each Holder written notice of such registration. Upon the written request of each a Holder given within 20 fifteen (15) days after mailing of such written notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.81.7, use commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Tippingpoint Technologies Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such written notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.83.7, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Doubletwist Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock Common Stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely either to the sale of securities to participants in a Company stock option, stock purchase or similar plan or a transaction covered by to an SEC Rule 145 under the Securities Acttransaction, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registeredon any other form not reasonably and customarily appropriate for this purpose), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.55.5, the Company shall, subject to the provisions of Section 1.83.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Rights Agreement (Ribogene Inc / Ca/)

Company Registration. If (but without any obligation obliga- tion to do so) so under this Agreement), at any time after the closing of the Contemplated Public Offering, the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registrationregistration at least 20 days prior to the proposed date to file any registration statement. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.52.5, the Company shall, subject to the provisions of Section 1.81.6, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (American Home Products Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities 1933 Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under registration on any form which does not include substantially the Securities Act, or same information as would be required to be included in a registration in which statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder Holder, each written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.82.7, cause to be registered under the Securities 1933 Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Advanced Uroscience Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Pharmion Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or plan, a transaction covered by Rule 145 under registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities Act, or a registration in which the only stock Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder Holder, and the Founders, written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.54.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Accredited Home Lenders Holding Co)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such written notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investor Rights Agreement (Symyx Technologies Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities stock solely for cash (other than a registration on Form S-4 (including registrations relating solely to a Rule 145 transaction) or Form S-8 or any other relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock Common Stock is being registered is and such Common Stock is issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder advance written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5Holder, the Company shall, subject to the provisions of Section 1.82.9, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Optimark Holdings Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 ten (10) days after mailing of such written notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.82(h), cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors Rights Agreement (Ista Pharmaceuticals Inc)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than F-8 9 a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form that does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at each such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.5Company, the Company shall, subject to the provisions of Section 1.88.7, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registeredso requested.

Appears in 1 contract

Samples: Shareholders Agreement (Nextel Communications Inc)

Company Registration. If (but without any obligation to do so) -------------------- the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Actplan, or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.54.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Pointshare Corp)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) its own account any of its capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or plan, a transaction covered by Rule 145 under registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities Act, or a registration in which the only stock Common Stock being registered is Common Stock issuable upon conversion of debt securities which that are also being registeredregistered or an SEC Rule 145 transaction), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Guidewire Software, Inc.)

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or plan, a transaction covered by SEC Rule 145 under the Securities Act, transaction or a registration on any form which does not include substantially the same information as would be required to be included in which a registration statement covering the only stock being registered is Common Stock issuable upon conversion sale of debt securities which are also being registeredthe Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Investors' Rights Agreement (Dovebid Inc)

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