Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000, then, in each case, the Company shall (a) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (b) as soon as practicable, and in any event within sixty (60) days after the date such request is made by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Decipher Biosciences, Inc.), Investors’ Rights Agreement (Decipher Biosciences, Inc.), Investors’ Rights Agreement (Decipher Biosciences, Inc.)

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Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty not less than forty percent (3040%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an outstanding, the anticipated aggregate offering price of at least which, net of Selling Expenses, would exceed $10,000,00010 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Morphic Holding, Inc.), Investors’ Rights Agreement (Morphic Holding, Inc.), Investors’ Rights Agreement (Morphic Holding, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to any or all of the Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price of at least expected to exceed $10,000,000, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Rights Agreement (Sigilon Therapeutics, Inc.), Rights Agreement (Sigilon Therapeutics, Inc.), Investors’ Rights Agreement (Sigilon Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO or a SPAC Transaction, the Company receives a request from Holders of at least thirty sixty percent (3060%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000outstanding, then, in each case, then the Company shall shall: (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3; provided, however, that this right to request the filing of a Form S-1 registration statement shall in no event be made available to any Holder that is a Foreign Person.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Mineralys Therapeutics, Inc.), Investors’ Rights Agreement (Mineralys Therapeutics, Inc.), Investors’ Rights Agreement (Mineralys Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to a majority of the Registrable Securities then outstanding having an and if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00010 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Eidos Therapeutics, Inc.), Investors’ Rights Agreement (Eidos Therapeutics, Inc.), Investors’ Rights Agreement (Eidos Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of at least Selling Expenses, of not less than $10,000,000, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Catabasis Pharmaceuticals Inc), Investors’ Rights Agreement (Catabasis Pharmaceuticals Inc), Investors’ Rights Agreement (Catabasis Pharmaceuticals Inc)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) years eighteen (18) months after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty percent (3020%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an if the anticipated aggregate offering price price, net of at least Selling Expenses, is not less than $10,000,0005 million, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSections 2.1 (c) and (d) and Section 2.3.

Appears in 3 contracts

Samples: Voting Agreement (Invitae Corp), Voting Agreement (Invitae Corp), Voting Agreement (Invitae Corp)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the Qualifying IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least fifty percent (50%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,0005 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Gain Therapeutics, Inc.), Investors’ Rights Agreement (Gain Therapeutics, Inc.), Investors’ Rights Agreement (Gain Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00010.0 million, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Galera Therapeutics, Inc.), Investors’ Rights Agreement (Galera Therapeutics, Inc.), Investors’ Rights Agreement (Galera Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the Qualified IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,000, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event use its commercially reasonable efforts to file within sixty (60) days after the date such request is made given by the Initiating Holders, file Holders a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty thirty (2030) days after of the date the Demand Notice is given, and and, in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Poseida Therapeutics, Inc.), Investors’ Rights Agreement (Poseida Therapeutics, Inc.), Rights Agreement

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an if the anticipated aggregate offering price price, net of at least Selling Expenses, is not less than $10,000,0005 million, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSections 2.1 (c) and (d) and Section 2.3.

Appears in 3 contracts

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

Form S-1 Demand. If Beginning upon the earlier of (i) at any time after five (5) years after July 20the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, 2018, if the Company receives a request from Holders of a majority at least twenty-five percent (25%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding, that having the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price amount of at least $10,000,00010 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Jounce Therapeutics, Inc.), Investors’ Rights Agreement (Jounce Therapeutics, Inc.), Investors’ Rights Agreement (Jounce Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (a) five (5) years after July 20, 2018the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding having (and the Registrable Securities subject to such request have an anticipated aggregate offering price price, net of at least $20,000,000 orSelling Expenses, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000), then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (bii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) 3.1.3, Section 3.1.4 and Section 2.33.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Loxo Oncology, Inc.), Investors’ Rights Agreement (Loxo Oncology, Inc.), Investors’ Rights Agreement (Loxo Oncology, Inc.)

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00010 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Registration Rights Agreement (SoulCycle Inc.), Option Agreement (SoulCycle Inc.), Option Agreement (SoulCycle Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities (including the Holders of a majority of the Registrable Securities held by Major Investors) then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00015 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Winc, Inc.), Investors’ Rights Agreement (Winc, Inc.), Investors’ Rights Agreement (Winc, Inc.)

Form S-1 Demand. If Beginning upon the earlier of (i) at any time after five (5) years after July 20the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, 2018, if the Company receives a request from Holders of a majority at least twenty-five percent (25%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding, that having the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price amount of at least $10,000,0003 million, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (MyoKardia Inc), Investors’ Rights Agreement (MyoKardia Inc), Investors’ Rights Agreement (Global Blood Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (a) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (iib) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) 50% of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding having (and the Registrable Securities subject to such request have an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,000), then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; , and (bii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) 3.1.3 and Section 2.33.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Upwork Inc.), Investors’ Rights Agreement (Upwork Inc.)

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty sixty percent (3060%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having with an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00015 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Rights Agreement (Kronos Bio, Inc.), Rights Agreement (Kronos Bio, Inc.), Investors’ Rights Agreement (Kronos Bio, Inc.)

Form S-1 Demand. If Beginning upon the earlier of (i) at any time after five (5) years after July 20the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, 2018, if the Company receives a request from Holders of a majority at least forty percent (40%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding, that having the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price amount of at least $10,000,0005.0 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Decibel Therapeutics, Inc.), Adoption Agreement (Fulcrum Therapeutics, Inc.), Adoption Agreement (Fulcrum Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,00010 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Rights Agreement (Denali Therapeutics Inc.), Rights Agreement (Denali Therapeutics Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00010 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (MedicaMetrix, Inc/De), Investors’ Rights Agreement (MedicaMetrix, Inc/De), Investors’ Rights Agreement (MedicaMetrix, Inc/De)

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, this Agreement the Company receives a request from Holders of at least thirty thirty-three percent (3033%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to covering the registration of Registrable Securities then outstanding having with an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,000, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is givenreceived, give notice thereof (the “S-1 Demand Registration Initiation Notice”) to all Holders other than the Initiating Holders; and (bii) use its best efforts to, as soon as practicable, and in any event within sixty (60) days practicable after the date such request is made by received from the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the S-1 Demand Registration Initiation Notice is given, and in each case, subject to the limitations of set forth in Section 2.1(c) ), Section 2.1(d), and Section 2.3.

Appears in 3 contracts

Samples: Voting Agreement (Schrodinger, Inc.), Voting Agreement (Schrodinger, Inc.), Voting Agreement (Schrodinger, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000outstanding, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicablecommercially reasonable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Graphite Bio, Inc.), Investors’ Rights Agreement (Graphite Bio, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (a) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (iib) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding having (and the Registrable Securities subject to such request have an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00015 million), then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (bii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) 3.1.3 and Section 2.33.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Progyny, Inc.), Investors’ Rights Agreement (Progyny, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, Outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding Outstanding having an anticipated gross aggregate offering price of at least $10,000,00015 million, then, in each case, then the Company shall (ax) within ten twenty (1020) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Stockholders Agreement (Atea Pharmaceuticals, Inc.), Adoption Agreement (Atea Pharmaceuticals, Inc.)

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty percent (3020%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least twenty percent (20%) of the Registrable Securities then outstanding having an outstanding, the anticipated aggregate offering price proceeds, net of at least Selling Expenses, of which would exceed $10,000,00010 million, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Appears in 2 contracts

Samples: Rights Agreement (PTC Therapeutics, Inc.), Rights Agreement (PTC Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty percent (3020%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having at an anticipated aggregate offering price price, net of at least Selling Expenses, that is not less than $10,000,00010 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating HoldersHolders and Napo; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities and/or Napo Common Stock requested to be included in such registration by any other HoldersHolders or Napo, as the case may be, as specified by notice given by each such Holder or Napo, as the case may be, to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Jaguar Animal Health, Inc.), Investors’ Rights Agreement (Jaguar Animal Health, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Akouos, Inc.), Investors’ Rights Agreement (Akouos, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00030 million, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by written notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (CytomX Therapeutics, Inc.), Investors’ Rights Agreement (CytomX Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018the date of this Agreement, the Company receives a request from Holders of a majority at least twenty-five percent (25%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding, that outstanding (or a lesser percent if the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00010 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Celsius Holdings, Inc.), Investors’ Rights Agreement (Celsius Holdings, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty thirty-five percent (3035%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of at least Selling Expenses, of not less than $10,000,0005 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Oncorus, Inc.), Investors’ Rights Agreement (Oncorus, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) 5 years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to a majority of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00015 million), then, in each case, then the Company shall (ax) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Registration Rights Agreement (LumiraDx LTD), Registration Rights Agreement (LumiraDx LTD)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) 50% of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to covering the registration of Registrable Securities then outstanding having with an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00020 million, then, in each case, then the Company shall (ax) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Affinia Therapeutics Inc.), Investors’ Rights Agreement (Affinia Therapeutics Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) four (4) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty percent (3020%) of the Investor Registrable Securities then outstanding (or, if such request is for an IPO, sixty percent (60%) of the Investor Registrable Securities then outstanding, ) that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00015 million), then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Rights Agreement, Investors’ Rights Agreement (Rapid7 Inc)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having with an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,0007,500,000, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (MongoDB, Inc.), Investors’ Rights Agreement (MongoDB, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) 50% of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least 40% of the Registrable Securities then outstanding having covering the registration of Registrable Securities with an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00015 million, then, in each case, then the Company shall (ax) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Kyverna Therapeutics, Inc.), Investors’ Rights Agreement (Kyverna Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00010 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of contained in this Section 2.1(c) and Section 2.32.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Elevation Oncology, Inc.), Investors’ Rights Agreement (Elevation Oncology, Inc.)

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifteen percent (3015%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00075,000,000, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Klaviyo, Inc.), Investors’ Rights Agreement (Klaviyo, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders in the aggregate of at least thirty percent a majority of Registrable Securities, (30%each, as applicable, the “Preferred Majority”) of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000outstanding, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Revolution Medicines, Inc.), Investors’ Rights Agreement (Revolution Medicines, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) years after July 20October 31, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, 2022 or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an statement, if the anticipated aggregate offering price price, net of at least Selling Expenses, would equal or exceed $10,000,0005 million, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Beyond Meat, Inc.), Investors’ Rights Agreement (Beyond Meat, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000outstanding, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Root, Inc.), Investors’ Rights Agreement (Root Stockholdings, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018the date of this Agreement or (ii) six months after the effective date of the registration statement for a Qualified IPO, the Company receives a request from Holders of a majority of the voting power of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price, net of Selling Expenses, in excess of $10,000,000 and an offering price of at least $20,000,000 or10 per share, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000, then, in each case, the Company shall (ax) within ten twenty (1020) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty thirty (2030) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Casper Sleep Inc.), Investors’ Rights Agreement (Casper Sleep Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (1801) days year after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having with an anticipated aggregate offering price price, net of at least Selling Expenses, in excess of $10,000,000, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty one hundred twenty (60120) days after the date such request is made given by the Initiating Holders, file a such Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Super League Gaming, Inc.), Investors’ Rights Agreement (Super League Gaming, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018the date of this Agreement or (ii) one hundred eighty (180) days after the earlier of the effective date of the registration statement for the IPO or a Direct Listing, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, outstanding (subject to the Regulatory Voting Restriction) that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding, that outstanding (or a lesser percent if the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00010 million), then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty sixty (2060) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Maplebear Inc.), Investors’ Rights Agreement (Maplebear Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty thirty-five percent (3035%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price price, net of at least Selling Expenses, exceeding $10,000,0005 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Harpoon Therapeutics, Inc.), Investors’ Rights Agreement (Harpoon Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty thirty-three percent (3033%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least thirty-three percent (33%) of the Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000outstanding, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Care.com Inc), Investors’ Rights Agreement (Care.com Inc)

Form S-1 Demand. If Beginning upon the earlier of (i) at any time after five (5) years after July 20the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, 2018, if the Company receives a request from Holders of at least a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) majority of the Registrable Securities then outstanding, that having the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price amount of at least $10,000,0007.5 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Relay Therapeutics, Inc.), Investors’ Rights Agreement (Relay Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to at least 25% of the Registrable Securities then outstanding having an (or a lesser percent for which the anticipated aggregate offering price price, net of Selling Expenses, would be at least $10,000,00015 million), then, in each case, then the Company shall shall: (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Registration Rights Agreement (Alector, Inc.), Registration Rights Agreement (Alector, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after the date which is one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00020 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; , and (by) as soon as practicable, and in any event within sixty one hundred twenty (60120) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Caribou Biosciences, Inc.), Investors’ Rights Agreement (Caribou Biosciences, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00010 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Editas Medicine, Inc.), Investors’ Rights Agreement (Editas Medicine, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (1801) days year after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having with an anticipated aggregate offering price price, net of at least Selling Expenses, in excess of $10,000,000, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty one hundred twenty (60120) days after the date such request is made given by the Initiating Holders, file a such Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSubsections 2.2(c) and Section 2.3.

Appears in 2 contracts

Samples: Rights Agreement (Super League Gaming, Inc.), Rights Agreement (Super League Gaming, Inc.)

Form S-1 Demand. If (i) at any time after five the date which is one hundred eighty (5180) years after July 20days following the date that any equity securities of the Company or any of its Affiliates are accepted for listing on any national securities exchange (which, 2018for the avoidance of doubt, does not include OTC) (the “Uplift Event”), the Company receives a written request from Holders of a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty percent (3020%) of the Registrable Securities then outstanding, that outstanding (or a lesser percent if the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00010 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is givenreceived, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and 2.3. The rights to demand registration provided to the Holders pursuant to this Section 2.32.1(a) may not be exercised more than four (4) times during the term of this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Egalet Corp), Asset Purchase Agreement (Egalet Corp)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) four (4) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement and (ii) at any time after one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to all or any portion of the Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,0007.5 million, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Rights Agreement, Investors’ Rights Agreement (Acacia Communications, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00015 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Appears in 2 contracts

Samples: Rights Agreement (Cyteir Therapeutics, Inc.), Investors’ Rights Agreement (Cyteir Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of at least Selling Expenses, that would exceed $10,000,00010 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (IMARA Inc.), Investors’ Rights Agreement (IMARA Inc.)

Form S-1 Demand. If (i) If, at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding having an anticipated aggregate offering price expected to exceed $10,000,000 that the Company file a Form S-1 registration statement with respect to any or all of such Registrable Securities Securities, then outstanding having an anticipated aggregate offering price of at least $10,000,000, then, in each case, the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and and, in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Adoption Agreement (Foghorn Therapeutics Inc.), Investors’ Rights Agreement (Foghorn Therapeutics Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty percent (3020%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00010 million, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Flex Pharma, Inc.), Investors’ Rights Agreement (Flex Pharma, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, 21 December 2020 and (ii) at any time after one hundred and eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) % of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least 25% of: the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00010 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (which notice shall not convey material non-public information, within the meaning of the Exchange Act, unless a Holder subsequently agrees in writing to accept such information after being advised of a potential transaction that relates to such Holder’s rights under this Schedule 4) (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSubsections 2.1(C) and Section 2.3.

Appears in 2 contracts

Samples: Shareholders’ Agreement (General Atlantic, L.P.), Shareholders’ Agreement (Baker Bros. Advisors Lp)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,000, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Codex DNA, Inc.), Investors’ Rights Agreement (Codex DNA, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty percent (3020%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to all or part of the Registrable Securities then outstanding having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,0005 million, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Opgen Inc), Investors’ Rights Agreement (Opgen Inc)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040.0%) of the Registrable Securities (including the Holders of a majority of the Registrable Securities held by Major Investors) then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40.0%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00015.0 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Winc, Inc.), Investors’ Rights Agreement (Winc, Inc.)

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Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00025 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Rights Agreement (Nerdwallet, Inc.), Rights Agreement (Nerdwallet, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) four (4) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,000, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Appears in 2 contracts

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

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00010 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Intellia Therapeutics, Inc.), Investors’ Rights Agreement (Intellia Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to a majority of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00015 million), then, in each case, then the Company shall (ax) within ten thirty (1030) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investor Rights Agreement (ArcherDX, Inc.), Investor Rights Agreement (ArcherDX, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) four years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent forty (3040%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000outstanding, then, in each case, then the Company shall shall: (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

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

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an and that the anticipated aggregate offering price of at least for such registration would exceed seven million dollars ($10,000,0007,000,000), then, in each case, then the Company shall (a1) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is made given by the Initiating Holders, file a Form S-1 (or, if eligible to use, and the Company so elects, a Form SB-2 registration statement) registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.2,3,

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Anterios Inc), Investors’ Rights Agreement (Anterios Inc)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least fifty percent (50%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00010 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made by the Initiating Holders, practicable file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Sienna Biopharmaceuticals, Inc.), Investors’ Rights Agreement (Sienna Biopharmaceuticals, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) years after July 20December 31, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, 2018 or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,0005,000,000, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 S-l registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: And Developments Agreement, Purchase Agreement (Apellis Pharmaceuticals, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00015 million (provided that in the case of the IPO such offering must also meet the requirements of a Qualified Public Offering, then, as such term is defined in each case, the Restated Certificate) then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Rights Agreement, Investors’ Rights Agreement (Prevail Therapeutics Inc.)

Form S-1 Demand. If Beginning upon the earlier of (i) at any time after five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least thirty fifty-one percent (3051%) of the Registrable Securities then outstanding, outstanding (a “Preferred Interest”) that the Company file a Form S-1 registration statement with respect to all or part of the Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least thirty million dollars ($10,000,00030,000,000), then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Zendesk, Inc.), Investors’ Rights Agreement (Zendesk, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Holders of at least thirty sixty-five percent (3065%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an for which the anticipated aggregate offering price of at least would exceed $10,000,000, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Akoya Biosciences, Inc.), Investors’ Rights Agreement (Akoya Biosciences, Inc.)

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO on a United States stock exchange, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having with an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00015 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (SEMrush Holdings, Inc.), Investors’ Rights Agreement (SEMrush Holdings, Inc.)

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018the date of this Agreement, the Company receives a request from Holders of a majority fifty percent (50%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding, that outstanding (or a lesser percent if the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00010 million), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicablesubject to the limitations set forth in this Section 2.1, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Biohaven Pharmaceutical Holding Co Ltd.), Investors’ Rights Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) years after July the seventh (7th) anniversary of February 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders Stockholders of at least thirty twenty percent (3020%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an where the anticipated aggregate offering price of at least to the public would exceed $10,000,00025 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders Stockholders other than the Initiating HoldersStockholders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating HoldersStockholders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders Stockholders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersStockholders, as specified by notice given by each such Holder Stockholder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Finch Therapeutics Group, Inc.), Preferred Stock Purchase Agreement (Finch Therapeutics Group, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file files a Form S-1 registration statement with respect to Registrable Securities then outstanding outstanding, having an anticipated aggregate offering price to the public of at least not less than $10,000,00020,000,000, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Stockholders Agreement (Erasca, Inc.), Stockholders Agreement (Erasca, Inc.)

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price of at least $10,000,00010.0 million (prior to deduction of Selling Expenses), then, in each case, then the Company shall shall: (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Registration Rights Agreement (Xilio Therapeutics, Inc.), Registration Rights Agreement (Xilio Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) four years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) 180 days after the earlier of the effective date of the registration statement for the IPOQualified IPO or for a Direct Listing, the Company receives a request from Holders of at least thirty percent (30%) 40% of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00015,000,000 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) 120 days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Rights Agreement (Allbirds, Inc.), Rights Agreement (Allbirds, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty more than fifty percent (3050%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having with an anticipated aggregate offering price of at least $10,000,0005 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (SeqLL, Inc.), Investors’ Rights Agreement (SeqLL, Inc.)

Form S-1 Demand. If (i) at any time after five (5) years after July 20If, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a written request from Holders of holding at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding and held by the Holders that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding owned by such Holder or Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least Fifteen Million Dollars ($10,000,00015,000,000), then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; Holders and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested request to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c), 2.1(d) and Section 2.3.

Appears in 2 contracts

Samples: Adoption Agreement (Rhythm Pharmaceuticals, Inc.), Adoption Agreement (Rhythm Pharmaceuticals, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, Preferred Majority that the Company file a Form S-1 registration statement with respect to at least fifty percent (50%) of the Registrable Securities then outstanding having an anticipated aggregate offering price price, net of at least Selling Expenses, of not less than $10,000,00010 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (AVROBIO, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) four (4) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least fifty percent (50%) of the Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000outstanding, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Tyra Biosciences, Inc.), Rights Agreement (Tyra Biosciences, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) three (3) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding that the Company file a Form S- 1 registration statement with respect to at least fifty percent (50%) of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000, then, in each case, the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Gi Dynamics, Inc.), Adoption Agreement (Gi Dynamics, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00015 million, then, in each case, then the Company shall (ax) within ten twenty (1020) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Adoption Agreement (Alzheon, Inc.), Adoption Agreement (Alzheon, Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5a) four (4) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (iib) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, any Key Holder or KKR that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding having (and the Registrable Securities subject to such request have an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00050,000,000), then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (bii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) 3.1.3 and Section 2.33.3.

Appears in 2 contracts

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

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00015 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

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

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price of at least $10,000,00010 million (prior to deduction of Selling Expenses), then, in each case, then the Company shall shall: (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Registration Rights Agreement (Cullinan Oncology, Inc.), Registration Rights Agreement (Cullinan Oncology, LLC)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding outstanding, having an anticipated aggregate offering price price, net of at least Selling Expenses, that would exceed $10,000,0005 million, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Appears in 2 contracts

Samples: Rights Agreement (Syros Pharmaceuticals, Inc.), Rights Agreement (Syros Pharmaceuticals, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstandingoutstanding (or a lesser percentage if the reasonably anticipated aggregate offering price to the public, net of Selling Expenses, would exceed $25 million) that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of at least Selling Expenses, of not less than $10,000,00025 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 S- 1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

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

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,000outstanding, then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Spring Street Partners Lp), Investors’ Rights Agreement (Diligent Board Member Services, Inc.)

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPOInitial Offering, the Company receives a request from Holders of a majority the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding, that outstanding (or a lesser percent if the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00015,000,000), then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Entasis Therapeutics Holdings Inc.)

Form S-1 Demand. If (i) at any time after five the earlier of (5i) four (4) years after July 20, 2018, the Company receives a request from Holders of a majority of Initial Closing (as defined in the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, Purchase Agreement) or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least which would exceed $10,000,0005 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSubsections 2.1 (c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Grail, Inc.), Investors’ Rights Agreement (Grail, Inc.)

Form S-1 Demand. If (i) If, at any time after five six (56) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding outstanding, having an the anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00010.0 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

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

Form S-1 Demand. If (i) at any time after five the earlier of (5i) years after July 20, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO or (ii) the date the Company becomes subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to covering the registration of Registrable Securities then outstanding having with an anticipated aggregate offering price of at least $10,000,0005.0 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSubsections 2.1(d) and Section 2.3.

Appears in 2 contracts

Samples: Registration and Other Rights Agreement (Live Oak Bancshares, Inc.), Registration and Other Rights Agreement (Live Oak Bancshares, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20the date of this Agreement, 2018, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $10,000,00018.40 per share and an anticipated aggregate offering price, thennet of Selling Expenses, in each caseof at least $60,000,000, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investor Rights Agreement (Actuate Therapeutics, Inc.), Investor Rights Agreement (Actuate Therapeutics, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,00010 million, then, in each case, then the Company shall (ax) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Artiva Biotherapeutics, Inc.), Investors’ Rights Agreement (Artiva Biotherapeutics, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Holders of at least thirty percent (30%as defined in the Restated Certificate) of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million) having an anticipated aggregate offering price price, net of Selling Expenses, of at least $10,000,0005 million, then, in each case, then the Company shall (ax) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Galecto Inc.), Investors’ Rights Agreement (Galecto Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) 50% of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to at least 40% of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00025 million), then, in each case, then the Company shall (ax) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Rights Agreement (Gryphon Online Safety, Inc.), Investor Rights Agreement (Gryphon Online Safety, Inc.)

Form S-1 Demand. If (i) at any time after the earlier of (i) five (5) years after July 20, 2018, the Company receives a request from Holders date of a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, this Agreement or (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having with an anticipated aggregate offering price of at least $10,000,00020 million, then, in each case, then the Company shall (a) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (by) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Cue Health Inc.), Investors’ Rights Agreement (Cue Health Inc.)

Form S-1 Demand. If (i) at any time after five (5) years after July 20, 2018the IPO, the Company receives a request from Holders of a majority seventy-five percent (75%) of the Registrable Securities then outstanding, outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding, that outstanding (or a lesser percent if the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price price, net of at least Selling Expenses, would exceed $10,000,00015 million), then, in each case, then the Company shall (ai) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders Holders, other than the Initiating Holders, and the Key Holder; and (bii) as soon as practicable, and in any event within sixty (60) days after the date such request is made given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersHolders and the Key Holder, as specified by notice given by each such Holder or Key Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Everspin Technologies Inc), Investors’ Rights Agreement (Everspin Technologies Inc)

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