Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Preferred Stock of (i) the filing of any registration statement (an “Exchange Act Registration Statement”) pursuant to the Exchange Act, relating to any class of equity securities of the Corporation, (ii) the effectiveness of such Exchange Act Registration Statement, and (iii) the number of shares of such class of equity securities outstanding, as reported in such Exchange Act Registration Statement, in order to enable the Stockholders to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of the Majority Investors, the Corporation shall, at any time after the Corporation has already registered shares of Common Stock under the Securities Act file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation or issuable upon conversion or exercise of any class of debt or equity securities or warrants or options of the Corporation then held by the Series A-1 Stockholders, whether or not the class of equity securities with respect to which such request is made shall be held by the number of persons which would require the filing of a registration statement under Section 12(g)(I) of the Exchange Act. (b) If the Corporation shall have filed an Exchange Act Registration Statement or a registration statement (including an offering circular under Regulation A promulgated under the Securities Act) pursuant to the requirements of the Securities Act, which shall have become effective (and in any event, at all times following the initial public offering of any of the securities of the Corporation), then the Corporation shall comply with all other reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any of the Restricted Stock by any holder of Restricted Stock or the sale of any of the Series A-1 Stock by any holder of Series A-1 Stock (including any such exemption pursuant to Rule 144 or Rule 144A thereof, as amended from time to time, or any successor rule thereto or otherwise). The Corporation shall cooperate with each holder of Registrable Securities in supplying such information as may be necessary for such holder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act (under Rule 144 or Rule 144A thereunder or otherwise) for the sale of any Registrable Securities.
Appears in 13 contracts
Samples: License Agreement (Radius Health, Inc.), Stockholders’ Agreement (Radius Health, Inc.), Stockholders’ Agreement (Radius Health, Inc.)
Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Convertible Preferred Stock of (i) the filing of any registration statement (an “Exchange Act Registration Statement”) pursuant to the Exchange Act, relating to any class of equity securities of the Corporation, (ii) the effectiveness of such Exchange Act Registration Statement, and (iii) the number of shares of such class of equity securities outstanding, as reported in such Exchange Act Registration Statement, in order to enable the Stockholders holders of Convertible Preferred Stock to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of a majority in interest of the Majority Investorsholders of Convertible Preferred Shares, the Corporation shall, at any time after the Corporation has already registered any shares of Common Stock under the Securities Act Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the holders of Convertible Preferred Shares or issuable upon conversion or exercise of any class of debt or equity securities or warrants or options of the Corporation then held by the Series A-1 StockholdersInvestors, whether or not the class of equity securities with respect to which such request is made shall be held by the number of persons which would require the filing of a registration statement under Section 12(g)(I12(g)(1) of the Exchange Act.
(b) If the Corporation shall have filed an Exchange Act Registration Statement or a registration statement (including an offering circular under Regulation A promulgated under the Securities Act) pursuant to the requirements of the Securities Act, which shall have become effective (and in any event, at all times following the initial public offering of any of the securities of the Corporation), then the Corporation shall comply with all other of the reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any of the Restricted Stock Securities by any holder of Restricted Stock or the sale of any of the Series A-1 Stock by any holder of Series A-1 Stock Securities (including any such exemption pursuant to Rule 144 or Rule 144A thereof, as amended from time to time, or any successor rule thereto or otherwise)) or pursuant to a registration on Form S-3. The Corporation shall cooperate with each holder of Registrable Restricted Securities in supplying such information as may be necessary for such holder of Restricted Securities to complete and file in a timely manner any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act (under Rule 144 or Rule 144A thereunder or otherwise) or pursuant to a registration on Form S-3 for the sale of any Registrable of the Restricted Securities by any holder of Restricted Securities.
Appears in 3 contracts
Samples: Stockholders Agreement, Stockholders Agreement (Globeimmune Inc), Stockholders Agreement (Globeimmune Inc)
Filing of Reports Under the Exchange Act. (ai) The Corporation shall give prompt notice to the holders of Preferred Stock of (iA) the filing of any registration statement (an “Exchange Act Registration Statement”) pursuant to the Exchange Act, relating to any class of equity securities of the Corporation, (iiB) the effectiveness of such Exchange Act Registration Statement, Statement and (iiiC) the number of shares of such class of equity securities outstanding, as reported in such Exchange Act Registration Statement, in order to enable the Preferred Stockholders to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of two-thirds in interest of the Majority InvestorsPreferred Stockholders, calculated in accordance with Section A.6(a) of Article III of the Certificate (including in such calculation any outstanding Restricted Shares held by such holders), the Corporation shallshall use commercially reasonable efforts to, at any time after the Corporation has already registered any shares of Common Stock under the Securities Act Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the Preferred Stockholders or issuable upon conversion or exercise of any class of debt or equity securities or warrants or options of the Corporation then held by the Series A-1 Preferred Stockholders, whether or not the class of equity securities with respect to which such request is made shall be held by the number of persons which that would require the filing of a registration statement under Section 12(g)(I12(g)(1) of the Exchange Act.
(bii) If the Corporation shall have filed an Exchange Act Registration Statement or a registration statement (including an offering circular under Regulation A promulgated under the Securities Act) pursuant to the requirements of the Securities Act, which statement shall have become effective (and in any event, at all times following the initial public offering of any of the securities of the Corporation), then the Corporation shall use commercially reasonable efforts to comply with all other of the reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any of the Restricted Stock Securities by any holder of Restricted Stock or the sale of any of the Series A-1 Stock by any holder of Series A-1 Stock Securities (including any such exemption pursuant to Rule 144 or Rule 144A thereof, as amended from time to time, or any successor rule thereto or otherwise). The Corporation shall cooperate with each holder of Registrable Restricted Securities in supplying such information as may be necessary for such holder of Restricted Securities to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act (under Rule 144 or Rule 144A thereunder or otherwise) for the sale of any Registrable of the Restricted Securities by any holder of Restricted Securities.
Appears in 2 contracts
Samples: Stockholders Agreement, Stockholders' Agreement (Proteostasis Therapeutics, Inc.)
Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Preferred Stock and the Canadian Investors of (i) the filing of any registration statement (an “"Exchange Act Registration Statement”") pursuant to the Exchange Act, relating to any class of equity securities of the Corporation, (ii) the effectiveness of such Exchange Act Registration Statement, and (iii) the number of shares of such class of equity securities outstanding, as reported in such Exchange Act Registration Statement, in order to enable the Stockholders Investors and Canadian Investors to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of (i) Series A Stockholders holding a majority of the Majority Investorsthen outstanding shares of Series A Preferred Stock, voting or consenting together as a separate class, (ii) B Stockholders representing at least a majority of the voting power (determined as set forth in the third sentence of Section A.6(a) of Article III of the Certificate) of the then outstanding shares of the B Preferred Stock, voting or consenting together as a separate class, or (iii) Senior C Stockholders representing at least fifty-five percent (55%) of the voting power (determined as set forth in the third sentence of Section A.6(a) of Article III of the Certificate) of the then outstanding shares of the Senior C Preferred Stock, voting or consenting together as a separate class, the Corporation shall, at any time after the Corporation has already registered any shares of Common Stock under the Securities Act Exchange Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the applicable Investors, or issuable upon conversion or exercise of any class of debt or equity securities or warrants or options of the Corporation then held by the Series A-1 Stockholdersapplicable Investors, whether or not the class of equity securities with respect to which such request is made shall be held by the number of persons which would require the filing of a registration statement under Section 12(g)(I12(g)(1) of the Exchange Act.
(b) If the Corporation shall have filed an Exchange Act Registration Statement or a registration statement (including an offering circular under Regulation A promulgated under the Securities Act) pursuant to the requirements of the Securities Act, which 14 shall have become effective (and in any event, at all times following the initial public offering of any of the securities of the Corporation), then the Corporation shall comply with all other of the reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any of the Restricted Stock Shares by any holder of Restricted Stock or the sale of any of the Series A-1 Stock by any holder of Series A-1 Stock Securities (including any such exemption pursuant to Rule 144 or Rule 144A thereof, as amended from time to time, or any successor rule thereto or otherwise). The Corporation shall cooperate with each holder of Registrable Restricted Securities in supplying such information as may be necessary for such holder of Restricted Securities to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act (under Rule 144 or Rule 144A thereunder or otherwise) for the sale of any Registrable of the Restricted Shares by any holder of Restricted Securities.
Appears in 2 contracts
Samples: Stockholders' Agreement (Activbiotics Inc), Stockholders' Agreement (Activbiotics Inc)
Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Series Preferred Stock Shares of (i) the filing of any registration statement (an “"Exchange Act Registration Statement”") pursuant to the Exchange Act, relating to any class of equity securities of the Corporation, (ii) the effectiveness of such Exchange Act Registration Statement, and (iii) the number of shares of such class of equity securities Securities outstanding, as reported in such Exchange Act Registration Statement, in order to enable the Stockholders holders of Series Preferred Shares to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of a majority in interest of the Majority Investorsholders of Series Preferred Shares, the Corporation shall, at any time after the Corporation has already registered any shares of Common Stock under the Securities Act Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the holders of Series Preferred Shares or issuable upon conversion or exercise of any class of debt or equity securities or warrants or options of the Corporation then held by the Series A-1 StockholdersInvestors, whether or not the class of equity securities with respect to which such request is made shall be held by the number of persons which would require the filing of a registration statement under Section 12(g)(I12(g)(1) of the Exchange Act.
(b) If the Corporation shall have filed an Exchange Act Registration Statement or a registration statement (including an offering circular under Regulation A promulgated under the Securities Act) pursuant to the requirements of the Securities Act, which shall have become effective (and in any event, at all times following the initial public offering of any of the securities of the Corporation), then the Corporation shall comply with all other of the reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any of the Restricted Stock Securities by any holder of Restricted Stock or the sale of any of the Series A-1 Stock by any holder of Series A-1 Stock Securities (including any such exemption pursuant to Rule 144 or Rule 144A thereof, as amended from time to time, or any successor Successor rule thereto or otherwise). The Corporation shall cooperate with each holder of Registrable Restricted Securities in supplying such information as may be necessary for such holder of Restricted Securities to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act (under Rule 144 or Rule 144A thereunder or otherwise) for the sale of any Registrable of the Restricted Securities by any holder of Restricted Securities.
Appears in 1 contract
Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Series A Preferred Stock of (i) the filing of any registration statement (an “"Exchange Act Registration Statement”") pursuant to the Exchange Act, relating to any class of equity securities of the Corporation, (ii) the effectiveness of such Exchange Act Registration Statement, and (iii) the number of shares of such class of equity securities outstanding, as reported in such Exchange Act Registration Statement, in order to enable the Stockholders Investors to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of the Majority Investors holding a majority in interest of the Series A Preferred Shares held by all Investors, the Corporation shall, at any time after the Corporation has already registered any shares of Common Stock under the Securities Act Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the holders of Series A Preferred Shares or issuable upon conversion or exercise of any class of debt or equity securities or warrants or options of the Corporation then held by the Series A-1 StockholdersInvestors, whether or not the class of equity securities with respect to which such request is made shall be held by the number of persons which would require the filing of a registration statement under Section 12(g)(I12(g)(1) of the Exchange Act.
(b) If the Corporation shall have filed an Exchange Act Registration Statement or a registration statement (including an offering circular under Regulation A promulgated under the Securities Act) pursuant to the requirements of the Securities Act, which shall have become effective (and in any event, at all times following the initial public offering of any of the securities of the Corporation), then the Corporation shall comply with all other of the reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any of the Restricted Stock Securities by any holder of Restricted Stock or the sale of any of the Series A-1 Stock by any holder of Series A-1 Stock Securities (including any such exemption pursuant to Rule 144 or Rule 144A thereof, as amended from time to time, or any successor rule thereto or otherwise). The Corporation shall cooperate with each holder of Registrable Restricted Securities in supplying such information as may be necessary for such holder of Restricted Securities to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act (under Rule 144 or Rule 144A thereunder or otherwise) for the sale of any Registrable of the Restricted Securities by any holder of Restricted Securities.
Appears in 1 contract
Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Preferred Stock of (i) the filing of any registration statement (an “"Exchange Act Registration Statement”") pursuant to the Exchange Act, relating to any class of equity securities of the Corporation, (ii) the effectiveness of such Exchange Act Registration Statement, and (iii) the number of shares of such class of equity securities outstanding, as reported in such Exchange Act Registration Statement, in order to enable the Stockholders holders of Preferred Stock to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of a majority in interest of the Majority Investorsholders of Preferred Shares, the Corporation shall, at any time after the Corporation has already registered any shares of Common Stock under the Securities Act Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the holders of Preferred Shares or issuable upon conversion or exercise of any class of debt or equity securities or warrants or options of the Corporation then held by the Series A-1 StockholdersInvestors, whether or not the class of equity securities with respect to which such request is made shall be held by the number of persons which would require the filing of a registration statement under Section 12(g)(I12(g)
(1) of the Exchange Act.
(b) If the Corporation shall have filed an Exchange Act Registration Statement or a registration statement (including an offering circular under Regulation A promulgated under the Securities Act) pursuant to the requirements of the Securities Act, which shall have become effective (and in any event, at all times following the initial public offering of any of the securities of the Corporation), then the Corporation shall comply with all other of the reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any of the Restricted Stock Securities by any holder of Restricted Stock or the sale of any of the Series A-1 Stock by any holder of Series A-1 Stock Securities (including any such exemption pursuant to Rule 144 or Rule 144A thereof, as amended from time to time, or any successor rule thereto or otherwise). The Corporation shall cooperate with each holder of Registrable Restricted Securities in supplying such information as may be necessary for such holder of Restricted Securities to complete and file any 20 -20- information reporting forms form presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act (under Rule 144 or Rule 144A thereunder or otherwise) for the sale of any Registrable of the Restricted Securities by any holder of Restricted Securities.
Appears in 1 contract
Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Preferred Stock of (i) the filing of any registration statement (an “Exchange Act Registration Statement”"EXCHANGE ACT REGISTRATION STATEMENT") pursuant to the Exchange Act, relating to any class of equity securities of the Corporation, (ii) the effectiveness of such Exchange Act Registration Statement, and (iii) the number of shares of such class of equity securities outstanding, as reported in such Exchange Act Registration Statement, in order to enable the Stockholders Investors to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of holders of a majority of the Majority InvestorsPreferred Shares, voting together as a single class, on a Converted Basis, the Corporation shall, at any time after the Corporation has already registered any shares of Common Stock under the Securities Act Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the holders of Preferred Stock or issuable upon conversion or exercise of any class of debt or equity securities or warrants or options of the Corporation then held by the Series A-1 StockholdersInvestors, whether or not the class of equity securities with respect to which such request is made shall be held by the number of persons which would require the filing of a registration statement under Section 12(g)(I12(g)(1) of the Exchange Act.
(b) If the Corporation shall have filed an Exchange Act Registration Statement or a registration statement (including an offering circular under Regulation A promulgated under the Securities Act) pursuant to the requirements of the Securities Act, which shall have become effective (and in any event, at all times following the initial public offering of any of the securities of the Corporation), then the Corporation shall comply with all other of the reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any of the Restricted Stock Securities by any holder of Restricted Stock or the sale of any of the Series A-1 Stock by any holder of Series A-1 Stock Preferred Stockholder (including any such exemption pursuant to Rule 144 or Rule 144A thereof, as amended from time to time, or any successor rule thereto or otherwise). The Corporation shall cooperate with each holder of Registrable Securities Preferred Stockholder in supplying such information as may be necessary for such holder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act (under Rule 144 or Rule 144A thereunder or otherwise) for the sale of any Registrable Securitiesof the Restricted Securities by any Preferred Stockholder.
Appears in 1 contract
Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Preferred Stock and the Canadian Investors of (i) the filing of any registration statement (an “"Exchange Act Registration Statement”") pursuant to the Exchange Act, relating to any class of equity securities of the Corporation, (ii) the effectiveness of such Exchange Act Registration Statement, and (iii) the number of shares of such class of equity securities outstanding, as reported in such Exchange Act Registration Statement, in order to enable the Stockholders Investors and Canadian Investors to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of (i) Series A Stockholders holding a majority of the Majority Investorsthen outstanding shares of Series A Preferred Stock, voting or consenting together as a separate class, (ii) B Stockholders representing at least a majority of the voting power (determined as set forth in the third sentence of Section A.6(a) of Article III of the Certificate) of the then outstanding shares of the B Preferred Stock, voting or consenting together as a separate class, or (iii) Senior C Stockholders representing at least fifty-five percent (55%) of the voting power (determined as set forth in the third sentence of Section A.6(a) of Article III of the Certificate) of the then outstanding shares of the Senior C Preferred Stock, voting or consenting together as a separate class, the Corporation shall, at any time after the Corporation has already registered any shares of Common Stock under the Securities Act Exchange Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the applicable Investors, or issuable upon conversion or exercise of any class of debt or equity securities or warrants or options of the Corporation then held by the Series A-1 Stockholdersapplicable Investors, whether or not the class of equity securities with respect to which such request is made shall be held by the number of persons which would require the filing of a registration statement under Section 12(g)(I12(g)(1) of the Exchange Act.
(b) If the Corporation shall have filed an Exchange Act Registration Statement or a registration statement (including an offering circular under Regulation A promulgated under the Securities Act) pursuant to the requirements of the Securities Act, which shall have become effective (and in any event, at all times following the initial public offering of any of the securities of the Corporation), then the Corporation shall comply with all other of the reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any of the Restricted Stock Shares by any holder of Restricted Stock or the sale of any of the Series A-1 Stock by any holder of Series A-1 Stock Securities (including any such exemption pursuant to Rule 144 or Rule 144A thereof, as amended from time to time, or any successor rule thereto or otherwise). The Corporation shall cooperate with each holder of Registrable Restricted Securities in supplying such information as may be necessary for such holder of Restricted Securities to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act (under Rule 144 or Rule 144A thereunder or otherwise) for the sale of any Registrable of the Restricted Shares by any holder of Restricted Securities.
Appears in 1 contract
Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Preferred Stock of (i) the filing of any registration statement (an “"Exchange Act Registration Statement”") pursuant to the Exchange Act, relating to any class of equity securities of the Corporation, (ii) the effectiveness of such Exchange Act Registration Statement, and (iii) the number of shares of such class of equity securities outstanding, as reported in such Exchange Act Registration Statement, in order older to enable the Stockholders Investors to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of a majority in interest of the Majority Investorsholders of the Series A Preferred Shares or a majority in interest of the Series B Preferred Shares, the Corporation shall, at any time after the Corporation has already registered any shares of Common Stock under the Securities Act Exchange Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the holders of the Series A Preferred Shares or the Series B Preferred Shares, as applicable, or issuable upon conversion or exercise of any class of debt or equity securities or warrants or options of the Corporation then held by the Series A-1 Stockholdersapplicable Investors, whether or not the class of equity securities with respect to which such request is made shall be held by the number of persons which would require requite the filing of a registration statement under Section 12(g)(I12(g)(l) of the Exchange Act.
(b) If the Corporation shall have filed an Exchange Act Registration Statement or a registration statement (including an offering circular under Regulation A promulgated under the Securities Act) pursuant to the requirements of the Securities Act, which shall have become effective (and in any event, at all times following the initial public offering of any of the securities of the Corporation), then the Corporation shall comply with all other of the reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any of the Restricted Stock Shares by any holder of Restricted Stock or the sale of any of the Series A-1 Stock by any holder of Series A-1 Stock Securities (including any such exemption pursuant to Rule 144 or Rule 144A thereof, as amended from time to time, or any successor rule thereto or otherwise). ) The Corporation shall cooperate with each holder of Registrable Restricted Securities in supplying such information as may be necessary for such holder of Restricted Securities to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act (under Rule 144 or Rule 144A thereunder or otherwise) for the sale of any Registrable of the Restricted Shares by any holder of Restricted Securities.
Appears in 1 contract
Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Preferred Stock Shares of (i) the filing of any registration statement (an “Exchange Act Registration Statement”"EXCHANGE ACT REGISTRATION STATEMENT") pursuant to the Exchange Act, relating to any class of equity securities of the Corporation, (ii) the effectiveness of such Exchange Act Registration Statement, and (iii) the number of shares of such class of equity securities outstanding, as reported in such Exchange Act Registration Statement, in order to enable the Stockholders holders of Preferred Shares to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of a majority in interest of the Majority Investorsholders of Preferred Shares, the Corporation shall, at any time after the Corporation has already registered any shares of Common Stock under the Securities Act Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the holders of Preferred Shares or issuable upon conversion or exercise of any class of debt or equity securities or warrants or options of the Corporation then held by the Series A-1 StockholdersInvestors, whether or not the class of equity securities with respect to which such request is made shall be held by the number of persons which would require the filing of a registration statement under Section 12(g)(I12(g)(1) of the Exchange Act.
(b) If the Corporation shall have filed an Exchange Act Registration Statement or a registration statement (including an offering circular under Regulation A promulgated under the Securities Act) pursuant to the requirements of the Securities Act, which shall have become effective (and in any event, at all times following the initial public offering of any of the securities of the Corporation), then the Corporation shall comply with all other of the reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any of the Restricted Stock Securities by any holder of Restricted Stock or the sale of any of the Series A-1 Stock by any holder of Series A-1 Stock Securities (including any such exemption pursuant to Rule 144 or Rule 144A thereof, as amended from time to time, or any successor rule thereto or otherwise). The Corporation shall cooperate with each holder of Registrable Restricted Securities in supplying such information as may be necessary for such holder of Restricted Securities to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act (under Rule 144 or Rule 144A thereunder or otherwise) for the sale of any Registrable of the Restricted Securities by any holder of Restricted Securities.
Appears in 1 contract
Samples: Stockholders' Agreement (Advancis Pharmaceutical Corp)
Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Preferred Stock Stockholders of (i) the filing of any registration statement (an “Exchange Act Registration Statement”) pursuant to the Exchange Act, relating to any class of equity securities of the Corporation, (ii) the effectiveness of such Exchange Act Registration Statement, and (iii) the number of shares of such class of equity securities outstanding, as reported in such Exchange Act Registration Statement, in order to enable the Preferred Stockholders to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of the Majority Investorsholders of a majority of the then outstanding Series C Preferred Stock and Series B Preferred Stock, voting together as a separate class on an as converted to Common Stock basis, the Corporation shallshall use commercially reasonable efforts to, at any time after the Corporation has already registered any shares of Common Stock under the Securities Act Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the holders of Series C Preferred Stock and Series B Preferred Stock or issuable upon conversion or exercise of any class of debt or equity securities or warrants or options of the Corporation then held by any of the holders of Series A-1 StockholdersC Preferred Stock and Series B Preferred Stock, whether or not the class of equity securities with respect to which such request is made shall be held by the number of persons which would require the filing of a registration statement under Section 12(g)(I12(g)(1) of the Exchange Act.
(b) If the Corporation shall have filed an Exchange Act Registration Statement or a registration statement (including an offering circular under Regulation A promulgated under the Securities Act) pursuant to the requirements of the Securities Act, which shall have become effective (and in any event, at all times following the initial public offering of any of the securities of the Corporation), then the Corporation shall use commercially reasonable efforts to comply with all other of the reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any of the Restricted Stock Securities by any holder of Restricted Stock or the sale of any of the Series A-1 Stock by any holder of Series A-1 Stock Securities (including any such exemption pursuant to Rule 144 or Rule 144A thereof, as amended from time to time, or any successor rule thereto or otherwise). The Corporation shall cooperate with each holder of Registrable Restricted Securities in supplying such information as may be necessary for such holder of Restricted Securities to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act (under Rule 144 or Rule 144A thereunder or otherwise) for the sale of any Registrable of the Restricted Securities by any holder of Restricted Securities.
Appears in 1 contract