Common use of Filing of Reports Under the Exchange Act Clause in Contracts

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 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 holders of Convertible Preferred Shares, the Corporation shall, at any time after the Corporation has registered any shares of Common Stock under the Securities 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 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)(1) of the Exchange Act.

Appears in 3 contracts

Samples: Stockholders Agreement, Stockholders Agreement (Globeimmune Inc), Stockholders Agreement (Globeimmune Inc)

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Filing of Reports Under the Exchange Act. (ai) The Corporation shall give prompt notice to the holders of Convertible 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 holders of Convertible Preferred Stock Stockholders to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of a majority two-thirds in interest of the holders Preferred Stockholders, calculated in accordance with Section A.6(a) of Convertible Preferred SharesArticle 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 registered any shares of Common Stock under the Securities 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 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 InvestorsPreferred 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)(1) of the Exchange Act.

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 Convertible 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 holders of Convertible Series Preferred Stock 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 holders of Convertible Series Preferred Shares, the Corporation shall, at any time after the Corporation has registered any shares of Common Stock under the Securities Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the holders of Convertible 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 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)(1) of the Exchange Act.

Appears in 1 contract

Samples: Stockholders' Agreement (Nitromed Inc)

Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Convertible 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 holders of Convertible Preferred Stock 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 holders of Convertible Preferred Shares, the Corporation shall, at any time after the Corporation has registered any shares of Common Stock under the Securities 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 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)(1) of the Exchange Act.

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 Convertible 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 holders of Convertible Preferred Stock Stockholders 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 holders of Convertible a majority of the then outstanding Series C Preferred SharesStock 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 registered any shares of Common Stock under the Securities Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the holders of Convertible Series C Preferred Shares 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 Investorsholders of Series C 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)(1) of the Exchange Act.

Appears in 1 contract

Samples: Stockholders’ Agreement (Leap Therapeutics, Inc.)

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Filing of Reports Under the Exchange Act. (a) The Corporation shall give prompt notice to the holders of Convertible 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 holders of Convertible Preferred Stock Investors to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of the Investors holding a majority in interest of the holders of Convertible Series A Preferred SharesShares held by all Investors, the Corporation shall, at any time after the Corporation has registered any shares of Common Stock under the Securities Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the holders of Convertible 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 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)(1) of the Exchange Act.

Appears in 1 contract

Samples: Stockholders' Agreement (Orasure Technologies 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”"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 holders of Convertible Preferred Stock Investors to comply with any reporting requirements under the Exchange Act or the Securities Act. Upon the written request of holders of a majority in interest of the holders of Convertible Preferred Shares, voting together as a single class, on a Converted Basis, the Corporation shall, at any time after the Corporation has registered any shares of Common Stock under the Securities 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 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 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)(1) of the Exchange Act.

Appears in 1 contract

Samples: Stockholders' Agreement (Tolerrx 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 older to enable the holders of Convertible Preferred Stock 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 holders of Convertible 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 registered any shares of Common Stock under the Securities Exchange Act, file an Exchange Act Registration Statement relating to any class of equity securities of the Corporation then held by the holders of Convertible 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 applicable 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)(112(g)(l) of the Exchange Act.

Appears in 1 contract

Samples: Stockholders' Agreement (Activbiotics Inc)

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