Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4: (i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or (iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or (iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 5 contracts
Samples: Investor Rights Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or,
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 4 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement, Investor Rights Agreement (Trevena Inc)
Form S-3 Registration. In case If the Company shall receive from any Holder or Holders of at least seventy five percent (75%) of the Registrable Securities Shares then outstanding a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities Shares owned by such Holder or Holders, the Company will:
(a) a. promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) b. as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.47.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities Shares and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman chairman of the Board of Directors of the Company or its chief executive officer stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.47.3; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(viv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance7.3.
(c) c. Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities Shares and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 7.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 Section 7.1 or 2.3Section 7.2, respectively.
Appears in 4 contracts
Samples: Subscription and Rights Agreement (Geospatial Holdings, Inc.), Subscription and Purchase Agreement (Geospatial Holdings, Inc.), Subscription and Purchase Agreement (Geospatial Holdings, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, ; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), 1,000,000; or
(iii) after the Company has effected two (2) registrations if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effectiveHolder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) 12 month period, ; or
(v) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected one (1) registration two registrations on Form S-3 for the Holders pursuant to this Section 2.4, ; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 3 contracts
Samples: License Agreement (Mirum Pharmaceuticals, Inc.), License Agreement (Mirum Pharmaceuticals, Inc.), Investor Rights Agreement (Lumena Pharmaceuticals, Inc.)
Form S-3 Registration. In case the Company shall receive receives from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.46.2:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand fifteen million dollars ($500,00015,000,000), or;
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 6.2, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall will furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall will have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.46.2; provided, that such right to delay a request shall will be exercised by the Company not more than once twice in any twelve (12) month period, or;
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.46.2, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall will file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 3 contracts
Samples: Founding Investor Rights Agreement (Regulus Therapeutics Inc.), Founding Investor Rights Agreement (Alnylam Pharmaceuticals, Inc.), Founding Investor Rights Agreement (Isis Pharmaceuticals Inc)
Form S-3 Registration. In case If the Company shall receive from any Holder or Holders of at least seventy five percent (75%) of the Registrable Securities Shares then outstanding a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities Shares owned by such Holder or Holders, the Company will:
(a) a. promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) b. as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.44.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities Shares and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman chairman of the Board of Directors of the Company or its chief executive officer stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.44.3; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(viv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance4.3.
(c) c. Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities Shares and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 4.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 Section 4.1 or 2.3Section 4.2, respectively.
Appears in 3 contracts
Samples: Mutual Release and Settlement Agreement, Conversion Agreement (Geospatial Corp), Mutual Release and Settlement Agreement (Geospatial Corp)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty ten (2010) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand two million dollars ($500,0002,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 3 contracts
Samples: Investor Rights Agreement (Orbimed Advisors LLC), Investor Rights Agreement (Relypsa Inc), Investor Rights Agreement (Relypsa Inc)
Form S-3 Registration. In case the Company shall receive a written request from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000)1,000,000, or
(iii) after the Company has effected two (2) registrations if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; Holder or Holders of the Company’s intention to file a registration statement for a public offering within 90 days, other than pursuant to a Special Registration Statement, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 60 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request under this Section 2.4(b)(iv) (together with any similar right in the case of a registration under Section 2.2) shall be exercised by the Company not more than once twice in any twelve (12) -month period, or
(v) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected one (1) registration two registrations on Form S-3 for the Holders pursuant to this Section 2.4, such registrations have been declared or ordered effective, there are no stop orders in effect and the Company has otherwise complied with its obligations set forth in Section 2.6 hereof with respect to such registrations, each at the time of any subsequent request to effect any additional registration pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Trius Therapeutics Inc), Investor Rights Agreement (Trius Therapeutics Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.46.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors or the President of the Company stating that in the good good-faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.46.3; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(viv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.46.3, or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 3 contracts
Samples: Purchase Agreement (Dynavax Technologies Corp), Purchase Agreement (Dynavax Technologies Corp), Series R Preferred Stock Purchase Agreement (Dynavax Technologies Corp)
Form S-3 Registration. In case (a) If the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-short form registration statement statement, and any related qualification or compliance compliance, with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(bii) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request by notice to the Company given within twenty (20) 15 days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i1) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000)1,000,000, or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv3) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the Holder or Holders under this Section 2.4; providedPROVIDED, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) -month period, or
(v4) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected one (1) a registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(cb) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. If the Initiating Holders intend to distribute Registrable Shares pursuant to an underwriting, they shall so advise the Company in the demand pursuant to Section 2.2(a).
(c) After the Company's Initial Public Offering, the Company will use its commercially reasonable efforts to qualify for the registration of its shares of Common Stock on Form S-3.
Appears in 2 contracts
Samples: Investor Rights Agreement (Auxilium Pharmaceuticals Inc), Investor Rights Agreement (Auxilium Pharmaceuticals Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public public, net of underwriting discounts and commissions, of less than five hundred thousand dollars ($500,000), or1,000,000;
(iii) after the Company has effected two (2) registrations if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) 12 month period, or;
(v) if the Company has, within the twelve (12) six month period preceding the date of such request, already effected one (1) a registration on Form S-3 for the Holders pursuant to this Section 2.4;
(vi) after the Company has effected six registrations on Form S-3 for the Holders pursuant to this Section 2.4, and such registrations have been declared or ordered effective; or
(vivii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Ambit Biosciences Corp)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000.00), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; Holder or Holders of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.32.3 hereof, respectively. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares sold by each.
Appears in 2 contracts
Samples: Investor Rights Agreement (Epocrates Inc), Investor Rights Agreement (Epocrates Inc)
Form S-3 Registration. (i) In case the Company shall receive from any Holder or Holders Investor(s) holding 25 percent (25%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersInvestor(s), the Company will:
(a1) promptly within ten (10) days of the receipt thereof, give written notice of the proposed registration, and any related qualification or compliance, such request to all other Holders of Registrable SecuritiesInvestors; and
(b2) as soon as practicable, use its reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Investors’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders Investor joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:paragraph (d):
(iA) if Form S-3 (or any successor or similar form) is not available to the Company or for such offering by the Holders, orInvestors,
(iiB) if the HoldersInvestors, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(vC) if the Company has, within the twelve (12) month period preceding the effective date of such requestregistration, already effected one (1) a registration on Form S-3 for the Holders Investors pursuant to this Section 2.4, or
paragraph (vid) in any particular jurisdiction in which (such twelve month period commencing on the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting date such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 prior registration statement covering the ceased to be effective or all Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelycovered thereby were sold).
Appears in 2 contracts
Samples: Investors' Rights Agreement (De Shaw Laminar Portfolios LLC), Investors' Rights Agreement (De Shaw Laminar Portfolios LLC)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.41.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 1.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or,
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.41.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 1.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Iridium Communications Inc.), Limited Liability Company Agreement (Iridium Communications Inc.)
Form S-3 Registration. In case the Company Corporation shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company Corporation effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company Corporation will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) 15 days after receipt of such written notice from the CompanyCorporation; provided, however, that the Company Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company Corporation entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company Corporation shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company Corporation stating that in the good faith judgment of the Board of Directors of the CompanyCorporation, it would not be in seriously detrimental to the best interests of the Company Corporation and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company Corporation shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company Corporation not more than once in any twelve (12) 12 month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(viiv) in any particular jurisdiction in which the Company Corporation would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company Corporation shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. .
(d) Registrations effected pursuant to this Section 2.4 shall not be counted as demands demand for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 2 contracts
Samples: Series E Preferred Stock Purchase Agreement (Adesso Healthcare Technology Services Inc), Investors' Rights Agreement (Adesso Healthcare Technology Services Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, ; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), 1,000,000; or
(iii) after the Company has effected two (2) registrations if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effectiveHolder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.the
Appears in 2 contracts
Samples: License Agreement (Lumena Pharmaceuticals, Inc.), Investor Rights Agreement (Lumena Pharmaceuticals, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty thirty (2030) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars Five Hundred Thousand Dollars ($500,000), or
(iii) if within thirty (30) days after the Company has effected two (2) registrations receipt of a written request from Initiating Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to the Holders of the Company's intention to make a public offering within one hundred twenty (120) days; provided, that such registrations have been declared effective; offering remains likely to be completed within such one hundred twenty (120) day period, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) . Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 2 contracts
Samples: Investor Rights Agreement (Tangram Enterprise Solutions Inc), Investor Rights Agreement (Safeguard Scientifics Inc Et Al)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or2,000,000;
(iii) after the Company has effected two (2) registrations if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) 12 month period, or;
(v) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected one (1) registration two registrations on Form S-3 for the Holders pursuant to this Section 2.4, ; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 2 contracts
Samples: Investor Rights Agreement (Flexion Therapeutics Inc), Investor Rights Agreement (Flexion Therapeutics Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) (i) as soon as practicable, and in any event no later than forty-five (45) days following the receipt of such written request, file a registration statement on Form S-3 pursuant to the Securities Act covering all Registrable Securities that all Holders request to be registered, and (ii) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand three million dollars ($500,0003,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a Special Registration Statement, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 2 contracts
Samples: Investor Rights Agreement (PROCEPT BioRobotics Corp), Investor Rights Agreement (PROCEPT BioRobotics Corp)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand two million dollars ($500,0002,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 2 contracts
Samples: Registration Rights and Securityholder Agreement (Esperion Therapeutics, Inc.), Registration Rights and Securityholder Agreement (Esperion Therapeutics, Inc.)
Form S-3 Registration. In case From and after the Company shall receive from first anniversary of the Company’s Initial Offering, if any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or for a part public offering of the Registrable Securities owned by such Holder or HoldersSecurities, the Company willshall use its best efforts to:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, but in no event later than 60 days following the request, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.42.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or1,000,000;
(iii) after the Company has effected two (2) registrations if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.3, the Company gives notice to such registrations have been declared effectiveHolder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement; or
(iv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Holder or Holders under this Section 2.42.3; provided, that such right to delay a request under this Section 2.3(b)(iv) shall be exercised by the Company not more than once twice in any twelve (12) 12 month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 2.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.1.
Appears in 2 contracts
Samples: Investor Rights Agreement (Roka BioScience, Inc.), Investor Rights Agreement (Roka BioScience, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or of the Holders of Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly within ten (10) days after such request is given, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than five hundred thousand dollars ($500,000), or2,000,000;
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would not be in the best interests of materially detrimental to the Company and its stockholders for such Form S-3 registration statement to either become effective or remain effective for as long as such registration statement otherwise would be effected at required to remain effective, because such timeaction would (i) materially interfere with a significant acquisition, in which event corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Act or 1934 Act, then the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; providedS-3 Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or;
(viv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or1.4;
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable practicable, and in any event within forty-five (45) days after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 1.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Astera Labs, Inc.), Investors’ Rights Agreement (Astera Labs, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million five hundred thousand dollars ($500,0001,500,000), or;
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or;
(v) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, ; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Veracyte, Inc.), Investors’ Rights Agreement (Veracyte, Inc.)
Form S-3 Registration. In case the Company shall receive from any Each Holder or Holders of Registrable Securities may send the Company a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, and in such case the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.45.2:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand fifteen million dollars ($500,00015,000,000), or;
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 5.2, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall will furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall will have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.45.2; provided, that such right to delay a request shall will be exercised by the Company not more than once in any twelve (12) month period, or;
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.45.2, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall will file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant In addition, in connection with any sale by Holders under the registration statement, the Company will take all actions reasonably necessary or useful to this Section 2.4 shall offer and sell such Registrable Securities, including but not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3limited to, respectivelyfacilitating due diligence and granting customary legal opinions.
Appears in 2 contracts
Samples: Investor Rights Agreement (Akcea Therapeutics, Inc.), Investor Rights Agreement (Akcea Therapeutics, Inc.)
Form S-3 Registration. In case If, subsequent to the Company becoming eligible to file a registration statement on Form S-3, the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance under securities or Blue Sky laws with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any such related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use its best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, orCompany;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than five hundred thousand dollars ($500,000), or1,000,000;
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to Holders requesting the Holders filing of a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 the registration to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; providedinitiating such registration, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (1212)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) month day period, oror such shorter period of deferral of such filing (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(viv) if the Company has, within the twelve (12) month 12)-month period preceding the date of such request, already effected one (1) registration two registrations on Form S-3 for the Holders pursuant to this Section 2.4, or1.4; and
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) If the Holders initiating such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the HoldersHolders initiating such registration. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 1.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Karyopharm Therapeutics Inc.), Investors’ Rights Agreement (Karyopharm Therapeutics Inc.)
Form S-3 Registration. In case the Company shall receive from any Preferred Holder or Preferred Holders constituting the holder(s) of at least twenty five percent (25%) of the Outstanding Registrable Securities then held by Preferred Holders a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Holder or Preferred Holders, the Company willagrees:
(a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicablepracticable after receiving such a request, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Holder's or Preferred Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification qualification, or compliance pursuant to this Section 2.4:
3.4: (i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
; (iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the Holder or Holders under this Section 2.43.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) eighteen month period, or
; or (viv) until the next calendar year if the Company has, within the twelve has effected two (122) month period preceding the date of such request, already effected one (1) registration registrations on Form S-3 for the Holders (or its then equivalent) pursuant to this Section 2.4, or
(vi) 3.4 in any particular jurisdiction in which a calendar year and such registrations have been declared or ordered effective and the Company would be required to qualify to do business or to execute a general consent to service sales of process (other than as required Registrable Securities under the Securities Act) in effecting such registration, qualification or complianceregistration statement have closed.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 3.2 or 2.33.3, respectively.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Momenta Pharmaceuticals Inc), Investors' Rights Agreement (Momenta Pharmaceuticals Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities holding at least thirty percent (30%) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an anticipated aggregate price to the public of less than five hundred thousand ten million dollars ($500,00010,000,000), or;
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the Holder or Holders under this Section 2.4Initiating Holders; provided, however, that such right to delay a request shall be exercised by the Company may not invoke this right more than once twice in any twelve (12) month period for an aggregate of sixty (60) days for all such deferrals; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period, other than pursuant to a Special Registration Statement, or
(viv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.42.4 that have remained effective as provided hereunder, or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Stitch Fix, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or,
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars Five Hundred Thousand Dollars ($500,000), or,
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it such registration would not reasonably be in the best interests of expected to have a material adverse effect on the Company and its stockholders for such Form S-3 registration to be effected at such timestockholders, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, however, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or,
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of from the requisite Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3Section 2.2. If the registration statement filed pursuant to this Section 2.4 is for an underwritten offering, respectivelyeach of the procedures and requirements of Section 2.2(b) shall apply to such registration.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Infraredx Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 2 contracts
Samples: Investor Rights Agreement (Esperion Therapeutics, Inc.), Investor Rights Agreement (Esperion Therapeutics, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand million dollars ($500,0005,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such the right to delay a request shall be exercised by the Company not more than once in any twelve (12under Section 2.2(c)(v) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.this
Appears in 2 contracts
Samples: Investor Rights Agreement (Revance Therapeutics, Inc.), Investor Rights Agreement (Revance Therapeutics, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 2 contracts
Samples: Investor Rights Agreement (Snowflake Inc.), Investor Rights Agreement (Pure Storage, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-short- form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five seven hundred fifty thousand dollars ($500,000750,000), or
(iii) after if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company has effected two gives notice to the Holders of the Company's intention to make a firm commitment underwritten public offering of its Common Stock within ninety (290) registrations pursuant to this Section 2.4 and such registrations have been declared effective; ordays;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 shall be paid by the Company.
Appears in 2 contracts
Samples: Investor Rights Agreement (Noosh Inc), Investor Rights Agreement (Noosh Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company has gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4 and such registrations have been declared effective2.4; or
(ivv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 shall be paid by the Company, respectivelyincluding the expense of one (1) special counsel of the selling stockholders.
Appears in 2 contracts
Samples: Investor Rights Agreement (Echo Global Logistics, Inc.), Investor Rights Agreement (Innerworkings Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willwill use its commercially reasonable efforts to:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or;
(v) if the Company hasif, within the in a given twelve (12) month period preceding period, the date of Company has effected two (2) such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, registrations; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.
(c) Subject to the foregoing, the Company shall use its commercially reasonable efforts to file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4, respectivelyother than underwriting discounts and commissions, shall be paid by the Company, including the expense of one (1) special counsel of the selling stockholders up to a maximum of $75,000 per registration.
Appears in 2 contracts
Samples: Investor Rights Agreement (Udemy, Inc.), Investor Rights Agreement (Udemy, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securitiesincluding the Key Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders and/or Key Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than five hundred thousand dollars ($500,000), or10,000,000;
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; providedS-3 Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, ora registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(viv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, 1.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 1.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Lemonade, Inc.), Investors’ Rights Agreement (Lemonade, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Avalanche Biotechnologies, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4,
(vi) if the Company has already effected four (4) registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vivii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3Section 2.2, respectively.
Appears in 2 contracts
Samples: Registration Rights Agreement (Dialogic Inc.), Investor Rights Agreement (Veraz Networks, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effectiveHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 2 contracts
Samples: Investor Rights Agreement (Cirius Therapeutics, Inc.), Investor Rights Agreement (Cirius Therapeutics, Inc.)
Form S-3 Registration. In case the Company shall receive a written request from any the Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand two and one-half million dollars ($500,0002,500,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.4 a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected one two (12) registration registrations on Form S-3 for the Holders in the previous twelve (12) months pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Ruckus Wireless Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, ; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), 2,000,000; or
(iii) after the Company has effected two (2) registrations if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within 60 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish furnishes to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 100 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) 12 month period, ; or
(v) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected one (1) registration two registrations on Form S-3 for the Holders pursuant to this Section 2.4, ; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Crinetics Pharmaceuticals, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, use reasonable best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or;
(iii) if within thirty (30) days after the Company has effected two (2) registrations receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, ; or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall use its reasonable best efforts to file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 2 contracts
Samples: Investor Rights Agreement (LendingClub Corp), Investor Rights Agreement (LendingClub Corp)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities (the “Requesting Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Requesting Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Requesting Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders of Registrable Securities joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the HoldersHolders of Registrable Securities, or
(ii) if the Requesting Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders of Registrable Securities a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Requesting Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelyHolders of Registrable Securities.
Appears in 2 contracts
Samples: Investor Rights Agreement (Scynexis Inc), Investor Rights Agreement (Scynexis Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, ; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), 1,000,000; or
(iii) after the Company has effected two (2) registrations if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) 12 month period, ; or
(v) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, ; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Forty Seven, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4
Appears in 2 contracts
Samples: Investor Rights Agreement (Snowflake Inc.), Investor Rights Agreement (Snowflake Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least fifteen percent (15%) of the Registrable Securities then outstanding, a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars One Million Dollars ($500,0001,000,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; : provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(viv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected one (1) registration on Form S-3 for any Holders pursuant to this Section 2.4, or the Company within the twelve (12) month period preceding the request already effected two (2) registrations on Form S-3 for any Holders pursuant to this Section 2.4, or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelypaid by the Company.
Appears in 1 contract
Samples: Investor Rights Agreement (Intermune Pharmaceuticals Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected one (1) registration received three demand registrations on Form S-3 for the Holders pursuant to this Section 2.4S-3, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In After its Initial Public Offering, in case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to for all or a part of the Registrable Securities owned by such Holder or Holders (the “S-3 Holders”), the Company will:
(a) promptly within fifteen (15) calendar days after receipt of such notice, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as reasonably practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) calendar days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
, (i) if Form S-3 (or any successor or similar form) is not available to the Company for such offering by the Holders, or
offering; (ii) if the Holders, together with aggregate proceeds from the holders sale of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price proposed to the public of less than five hundred thousand dollars (be sold pursuant to a Form S-3 will not exceed $500,000), or
1,000,000; (iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effectiveHolder or Holders of the Company’s intention to make a public offering within sixty (60) days, other than pursuant to a Special Registration Statement, provided that such Holders are permitted to register such shares as requested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the Holder or S-3 Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
or (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) . Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections Section 2.2 or 2.3, respectively. A Holder’s rights to require registrations under this Section 2.4 shall expire if and for so long as the holder is able to sell all of its Registrable Securities in any 90-day period pursuant to Rule 144 or any successor exemption under the Securities Act.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand two million dollars ($500,0002,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effectiveHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; orprovided that the Company makes reasonable good faith efforts to cause such registration statement to become effective in that time;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 1 contract
Samples: Investor Rights Agreement (NGM Biopharmaceuticals Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as As soon as reasonably practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' ’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars One Million Dollars ($500,0001,000,000), or;
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that that, in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or;
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, 2.4 and such registrations have been declared or ordered effective; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 1 contract
Samples: Investor Rights Agreement (AeroGrow International, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) 2.4.1 promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) 2.4.2 as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty ten (2010) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not nor more than once twice in any twelve (12) month one-year period, or
(viv) if the Company has, within the twelve eighteen (1218) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) 2.4.3 Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall not be counted as demands for registration or registrations effected pursuant paid by the selling Holders pro rata in proportion to Sections 2.2 or 2.3, respectivelythe number of shares sold by each. The rights granted in this Section 2.4 are in addition to the rights granted under Section 2.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand million dollars ($500,0005,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effectiveHolders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders securityholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 1 contract
Form S-3 Registration. In Subject to the requirements of Section 4.1(b)(ii), in case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests from either (i) Preferred Investors holding a majority of the Registrable Securities then held by the Preferred Investors or (ii) the Staubach Affiliated Shareholders and the Private Shareholders (collectively, the "Investing Shareholders") holding a majority of the Registrable Securities then held by the Investing Shareholders, that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder Preferred Investors or Holdersthe Investing Shareholders, as the case may be; provided that the Company then (and throughout the period of the proposed registration) qualifies for registration on Form S-3, the Company will:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesRights Holders; and
(bj) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Rights Holder's or Rights Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Rights Holder or Rights Holders joining in such request as are specified in a written request given within twenty (20) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the . The Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Rights Holders; provided that in no event may (i) the Preferred Investor make more than two (2) requests for registration under this Section 4.5 or (ii) the Investing Shareholders make more than one (1) request for registration under this Section 4.5. Registrations effected pursuant to this Section 2.4 4.5 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 4.1.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand million dollars ($500,0005,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such the right to delay a request under Section 2.2(c)(v) and this Section 2.4(b)(iv) shall be exercised by the Company not more than once in any twelve (12) month period, or,
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration statements on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 1 contract
Samples: Investor Rights Agreement (Revance Therapeutics, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities representing not less than 500,000 shares of Common Stock (as adjusted for stock splits, stock dividends and stock combinations) a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(bi) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than five hundred thousand dollars ($500,000), or
1,000,000; (iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period, or
; (iv) after the Company has effected two (2) registrations pursuant to this Section 1.4 and such registrations have been declared or ordered effective; (v) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected one (1) a registration on Form S-3 for the Holders pursuant to this Section 2.4, or
1.4; (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance; or (vii) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 1.3.
(cb) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 1.2 or 2.31.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or;
(iii) after if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company has effected two gives notice to the Holders of the Company's intention to make a public offering within ninety (290) registrations pursuant to this Section 2.4 and such registrations have been declared effective; ordays;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration -registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or;
(v) if if, at the Company has, within time of the twelve (12) month period preceding the date of such request, already effected one there is less than one-third of the Shares (1or shares of Common Stock issuable upon conversion thereof) registration on Form S-3 for the Holders pursuant to this Section 2.4, outstanding; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders holders of Registrable Securitiesregistrable securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities registrable securities of any other Holder holder or Holders holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.42.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after if within thirty (30) days of receipt of a written request from the Company has effected two (2) registrations Holders pursuant to this Section 2.4 and such registrations have been declared effective; orSection, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.42.3, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance. Notwithstanding the foregoing, in the event that the Holder or Holders of Registrable Securities request the withdrawal of a registration being made pursuant to this Section 2.3 and, in such withdrawal request, the Holder(s) state that it first learned (within seven (7) days of the date of such withdrawal request) of a Material Adverse Event (which is specified in reasonable detail in such withdrawal request) not known to the Holder(s) at the time of its request for registration of their Registrable Securities pursuant to this Section 2.3, then the Holder(s) shall retain its rights to request registration pursuant to this Section 2.3 as if it had not previously requested registration hereunder.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Axys Pharmecueticals Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the the
7. Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: License and Sublicense Agreement (ARCA Biopharma, Inc.)
Form S-3 Registration. In case (a) Each Holder shall, from time to time, subject to the provisions of this Section 4, be entitled to request that the Company effect a registration of all or such portion of Holder's Registrable Securities on Form S-3 as shall be specified in such request.
(b) If the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company to effect a registration on Form S-3 or any similar short-S-3, if the Company is then permitted to use such form registration statement under the Securities Act and any related qualification or compliance with respect to all or a part applicable rules and regulations of the Registrable Securities owned by such Holder or HoldersSEC, the Company will:
(a) will promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all each other Holders of Registrable Securities; andHolder.
(bc) as As soon as practicablepracticable after receipt of any written request pursuant to Section 4(a), the Company shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such the requesting Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any each other Holder or Holders joining in such request as are specified in a written request given to the Company within twenty thirty (2030) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect any such registration, qualification or compliance registration pursuant to this Section 2.4:
4 (i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holdersrequesting Holder, together with the holders each other Holder of any other securities of the Company entitled to inclusion in such registrationRegistrable Securities, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars $500,000 or ($500,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(ivii) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company President or Chief Executive Officer stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement Registration Statement for a period of not more than ninety sixty (9060) days after receipt of the request of the Holder or Holders under this described in Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance4(a).
(cd) Subject to the foregoingSection 4(b), the Company shall file a Form S-3 registration statement Registration Statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests by the requesting Holder.
(e) At all times after the Company shall have become subject to the reporting requirements of the Holders. Registrations effected pursuant Exchange Act, the Company shall use its best efforts to this Section 2.4 shall not be counted as demands make registrations on Form S-3 available for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelythe sale of Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Golden State Vintners Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders holders of Registrable Securitiesregistrable securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities registrable securities of any other Holder holder or Holders holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.42.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after if within thirty (30) days of receipt of a written request from the Company has effected two (2) registrations Holders pursuant to this Section 2.4 and such registrations have been declared effective; orSection, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.)
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Axys Pharmecueticals Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand million dollars ($500,0005,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Investor Rights Agreement (Algorx Pharmaceuticals Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000)2,500,000, or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections Section 2.2 or 2.3, respectivelyhereof.
Appears in 1 contract
Samples: Investor Rights Agreement (Volterra Semiconductor Corp)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests from Holders of Registrable Securities owning at least one percent (1%) of the outstanding shares of the Company's Common Stock on an as- converted (fully diluted) basis that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(aI) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(bII) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
3.4: (ia) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(iib) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars $1,000,000 or less, ($500,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(ivc) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided3.4, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(vd) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.43.4, or
or (vie) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(cIII) Subject to the foregoing, the Company shall file a Form S-3 S- 3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected The Company shall pay all expenses incurred in connection with all registrations requested pursuant to this Section 2.4 3.4 (excluding underwriters' discounts and commissions, which shall not be counted as demands paid by the selling Holders pro rata), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for registration the Company, and the reasonable fees and disbursements of a single counsel for the selling Holder or registrations effected pursuant to Sections 2.2 or 2.3, respectivelyHolders.
Appears in 1 contract
Samples: Registration Rights Agreement (Evolving Systems Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Gene Logic Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000)2,000,000, or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.judgment
Appears in 1 contract
Samples: Investor Rights Agreement (Peninsula Pharmaceuticals Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company has effected two gives notice to the Holders of the Company's intention to make a public offering within ninety (290) registrations pursuant to this Section 2.4 and such registrations have been declared effective; ordays;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares sold by each.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, in excess of $1 million, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if the amount of securities to be sold pursuant to such registration on Form S-3 is less than $1 million;
(or any successor or similar formii) if Form S-3 is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or;
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement, which notice may be delivered only once in any twelve-month period;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or;
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, ; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.as
Appears in 1 contract
Samples: Investor Rights Agreement (NGTV)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a the registration on Form S-3 or any similar short-form registration statement under the Securities Act, and any related qualification or compliance with respect to to, all or a part of the Registrable Securities owned by such Holder or HoldersHolders by the filing with the SEC of a registration statement on Form S-3 covering such Registrable Securities, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
6.4: (i) if Form S-3 (or any successor or similar form) under the Securities Act is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company Chief Executive Officer stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided6.4, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(viv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected one two (12) registration on Form S-3 registrations for the Holders pursuant to this Section 2.46.4, or
or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Stock Purchase Agreement (Endocardial Solutions Inc)
Form S-3 Registration. In case the Company shall receive receive, at any time after one hundred eighty (180) days after the effective date of the first registration statement (or upon the expiration of applicable underwriters’ lock-ups, if sooner) for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), from any Holder or Holders of the then-outstanding Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
2.2: (i) if Form S-3 (or any successor or similar form) form is not available for such offering by the Holders, or
; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such in an amount fewer than 20,000 shares of Common Stock (as adjusted for any stock dividend, stock split or other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000reclassification thereof ), or
; (iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.42.2; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period, or
; (viv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) a registration on Form S-3 for the Holders pursuant to this Section 2.4, or
2.2; or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Investor's Rights Agreement (Guidance Software, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(aA) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(bB) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(iI) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(iiII) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for any Holders pursuant to this Section 2.4;
(III) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars Five Hundred Thousand Dollars ($500,000), or;
(iiiIV) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company's intention to make a public offering, other than pursuant to a Special Registration Statement, within sixty (60) days;
(ivV) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company Company, or if there be none, by the Chief Executive Officer, stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, ; or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(viVI) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(cC) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; Holder or Holders of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly 2.4.1 Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as 2.4.2 As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after receipt mailing of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any such successor or similar form) is not available for such offering by the Holders, ; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), 750,000; or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, provided that the Company may exercise such right to delay a request shall be exercised by only once in each 12-month period;
(iv) after the Company not more than once has effected two (2) registrations pursuant to this Section 2.4 in any twelve (12) month period, ; or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) 2.4.3 Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars Five Hundred Thousand Dollars ($500,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effectiveHolder or Holders of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors or the President of the Company stating that in the good good-faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(viv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Investors' Rights Agreement (Dynavax Technologies Corp)
Form S-3 Registration. In case the Company shall receive from any the Holder or Holders of more than twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(aA) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(bB) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(iI) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(iiII) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(ivIII) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; : provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(vIV) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected one (1) a registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(viV) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(cC) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first three (3) registrations shall not be counted as demands for registration or registrations effected pursuant paid by the selling Holders pro rata in proportion to Sections 2.2 or 2.3, respectivelythe number of shares sold by each.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effectiveHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first three (3) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder.
Appears in 1 contract
Samples: Investor Rights Agreement (Reliant Technologies Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the CompanyCompany pursuant to Section 2.4(a) above; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if if, after the Company has used commercially reasonable efforts to qualify for registration on Form S-3 (or any successor or similar form) X-0, Xxxx X-0 is not available for such offering by the Holders, ; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement.
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company Company, under this Section 2.4 and Section 2.2, not more than once in any twelve (12) month period, ; or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities Securities, a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:
(a) promptly give written notice of the proposed registrationregistration and the Holder's or Holders' request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.41.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars One Million Dollars ($500,0001,000,000), or;
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety one hundred twenty (90120) days after following receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or1.4;
(viv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, 1.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests from the Holders of more than twenty-five percent (25%) of the Registrable Securities then outstanding that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.43.3:
(i) if the Company has already effected two (2) registrations on Form S-3 for such Holders pursuant to this Section 3.3 in any calendar year and such registration includes at least fifty percent (50%) of the Registrable Securities of which the Holders have requested registration pursuant to Section 3.3; or
(ii) if such registration is the first registration requested pursuant to this Section 3.3 and the holders requesting registration do not include holders of a majority of the Series B Shares and Series C Shares, taken together, then outstanding;
(iii) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, ; or
(iiiv) if the such Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective5,000,000; or
(ivv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company (or, if there is no Chairman, a majority of the Board of Directors) stating that that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.43.3; providedPROVIDED, that such THAT, the right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Investors' Rights Agreement (Jato Communications Corp)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders who, individually or together with its or their Affiliates, own not less than five hundred thousand (500,000) shares of Registrable Securities Securities, a written request or requests that the Company effect a registration, including a registration of securities to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand two million dollars ($500,0002,000,000), or;
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company's good faith intention to make a public offering within ninety (90) days (other than pursuant to a registration statement relating to employee benefit plan(s) or with respect to a corporate reorganization or other transaction under Rule 145 of the Securities Act);
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or;
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, ; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least fifteen percent (15%) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public public, net of underwriting costs, of less than five hundred thousand dollars ($500,000), or;
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a one period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or;
(viv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, ; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected Subject to Section 2.5 below, all Selling Expenses incurred in connection with registrations requested pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant paid by the selling Holders pro rata in proportion to Sections 2.2 or 2.3the number of shares sold by each, respectivelyand by the Company, if it participates in such registration, pro rata in proportion to the number of shares sold by it.
Appears in 1 contract
Samples: Investor Rights Agreement (Internap Network Services Corp/Wa)
Form S-3 Registration. In case the Company shall receive from any the Holder or Holders of more than twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; : provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(viv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected one (1) a registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first three (3) registrations shall not be counted as demands for registration or registrations effected pursuant paid by the selling Holders pro rata in proportion to Sections 2.2 or 2.3, respectivelythe number of shares sold by each.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement, provided that such Holders will be permitted to register such shares in such public offering as requested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; and provided, further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than pursuant to a Special Registration Statement), or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Form S-3 Registration. In case Subject to the conditions of this Section 2.4, if the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests from the Holders of at least 20% of the Registrable Securities that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two if (2x) registrations within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; or
Holder or Holders of the Company’s intention to make a public offering of Common Stock within ninety (iv90) if days, other than pursuant to a Special Registration Statement, or (y) the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, time (in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4); provided, that provided such right to delay a request pursuant to (x) or (y) above shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(viv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; Holder or Holders of the Company's good faith intention to make a public offering within sixty (60) days, other than pursuant to a Special Registration Statement, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable within ninety (90) days after receipt of the request or requests of the Holder or Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Investor Rights Agreement (SGX Pharmaceuticals, Inc.)
Form S-3 Registration. In case On or after an Initial Public Offering, if the Company shall receive receives from any a Demand Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any similar short-form registration statement successor to Form S-3) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersDemand Holder, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all the other Holders holders of Registrable Securities; and
(b) as soon expeditiously as practicablepossible, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Demand Holder's or Holders' ’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders Stockholders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.45.2:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, Stockholders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Stockholders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), 5,000,000; or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders Stockholders a certificate signed by the Chairman chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would not be in the best interests of the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer delay the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the such Demand Holder or Holders under this Section 2.45.2; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, period and the Company shall use its reasonable best efforts to terminate the delay period as promptly as practicable; or
(viv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders a Demand Holder pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance5.2.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon expeditiously as practicable possible after receipt of the request or requests of the Holders. Registrations effected Stockholders.
(d) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.4 5.2; provided, however, that for the avoidance of doubt, each of the Stockholders shall not be counted as demands for bear its pro rata portion of any discounts and commissions with respect to shares of Registrable Securities sold by it in connection therewith.
(e) If a requested registration or registrations effected pursuant to Sections 2.2 this Section 5.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or 2.3distribution of the securities offered in such offering, respectivelythen the Company will include in such registration such number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be allocated (i) first, 100% to the number of Registrable Securities requested to be registered by the Prides Group and (ii) second, pro rata among the Company and all other requesting holders of Registrable Securities based on the relative number of Registrable Securities then held by each such requesting holder of Registrable Securities, and in the case of the Company, the number of securities it proposes to sell for its own account.
Appears in 1 contract
Samples: Contribution and Voting Agreement (Prides Capital Partners, LLC)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-short- form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five seven hundred fifty thousand dollars ($500,000750,000), or
(iii) after if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company has effected two gives notice to the Holders of the Company's intention to make a firm commitment underwritten public offering of its Common Stock within ninety (290) registrations pursuant to this Section 2.4 and such registrations have been declared effective; ordays;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 shall be paid by the Company.
Appears in 1 contract
Form S-3 Registration. In At any time following the second anniversary of the Company's Initial Public Offering, in case the Company shall receive from any Holder or Holders of Registrable Securities holding a written request or requests that the Company effect a registration on Form S-3 or any similar short-successor form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall comply with the following obligations:
(a) The Company shall promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders Holders. In the event the registration is proposed to be part of Registrable Securities; anda firm commitment underwritten public offering, the substantive provisions of paragraph (b) of Section 1.2 hereof shall be applicable to each such registration initiated under this Section 1.13.
(b) as As soon as practicable, the Company shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.13 if: (i) if the Company has previously effected three (3) registrations pursuant to this Section 1.13, (ii) Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
; (iiiii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish furnishes to the Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided1.13, that such notwithstanding the foregoing, the Company shall not have the right to delay a request shall be exercised by the Company not exercise this right more than once twice in any twelve (12) month period, or
; (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) a registration on Form S-3 for the Holders pursuant to this Section 2.4, or
1.13; (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliancecompliance in a particular jurisdiction; or (vii) a registration statement respecting securities of the Company has been declared effective within one hundred eighty (180) days of such request.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with the registrations requested pursuant to this Section 1.13, including (without limitation) all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the selling Holder or Holders and any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the selling Holder or Holders. Registrations effected pursuant to this Section 2.4 1.13 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, ; or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case If at any time after a date twelve (12) months after the effective date of the Initial Public Offering, the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests from the Holders of thirty-three percent (33%) of the Registrable Securities Then Outstanding that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give mail written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within twenty (20) days after receipt the mailing of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
7.12: (i) if Form S-3 (or any a similar successor or similar form) is not available for such offering by the requesting Holders, or
; (ii) if the requesting Holders, together with the holders Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters discounts or commissions) of less than five hundred thousand dollars ($500,000), or
1,000,000; (iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.47.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period, or
; (viv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders of Registrable Securities pursuant to this Section 2.4, or
7.12; (viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance; or (vi) if the requesting Holder or Holders receive an opinion from counsel to the Company that registration of such Holder's or Holders' Registrable Securities is not required under the Securities Act in order to effect the sale or other distribution contemplated by such Holder or Holders.
(c) The Company shall be obligated to effect only three (3) registrations pursuant to this Section 7.12.
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with such registrations requested pursuant to Section 7.12, including (without limitation) all registration, filing, qualification, printing and accounting fees and the reasonable fees and disbursements of one counsel for the Selling Holder or Selling Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registered Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.4 7.12 shall not be counted as demands for registration pursuant to Section 7.2 or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 7.3.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars One Million Dollars ($500,0001,000,000), or
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors or the President of the Company stating that in the good good-faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period, or
(viv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Investors' Rights Agreement (Dynavax Technologies Corp)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, ; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), ; or
(iii) after if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.4, the Company has effected two gives notice to the Holders of the Company's intention to make a public offering within ninety (290) registrations pursuant to this Section 2.4 and such registrations have been declared effectivedays; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; providedPROVIDED, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, ; or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. All Registration Expenses incurred in connection with registrations requested under this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders PRO RATA in proportion to the number of shares sold by each.
Appears in 1 contract
Samples: Investor Rights Agreement (Elitra Pharmaceuticals Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least five percent (5%) of the shares of a Class of Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the such Class of Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of such Class of Registrable Securities; and
(b) as soon as practicable, and (subject to the further provisions of this Section 12(b)) in any event within 75 days of the initial request, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) 20 days after receipt of such written notice 12 from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
section 12: (i1) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than five hundred thousand dollars ($500,000), or
; (iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv3) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) 60 days after receipt of the request of the Holder or Holders under this Section 2.412; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period, or
; (v4) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected one (1) a registration on Form S-3 for the Holders pursuant to this Section 2.4, or
12 with respect to such Class of Registrable Securities; or (vi5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance. The Company is obligated to effect only four such registrations pursuant to this Section 12 for each Class of Registrable Securities.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Section 12, including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or allocable thereto, but excluding underwriting discounts and commissions relating to Registrable Securities, stock transfer taxes relating to Registrable Securities and fees and disbursements of counsel for the selling Holders incurred in connection with such registration. Registrations effected pursuant to this Section 2.4 12 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectivelySection 2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand that does not exceed one million dollars ($500,0001,000,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared Holder or Holders of the Company’s intention to make a public offering within ninety (90) days (other than pursuant to a Special Registration Statement); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; , or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's ’s or Holders' ’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or
(iii) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effectiveHolder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; orprovided, that such right to delay a request pursuant to this clause (iii) or clause (iv) below shall be exercised by the Company not more than once in any twelve (12) month period;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request pursuant to this clause (iv) or clause (iii) above shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4,
(vi) if the Company has already effected four (4) registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(vivii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3Section 2.2, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders holders of Registrable Securitiesregistrable securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities registrable securities of any other Holder holder or Holders holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.42.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand one million dollars ($500,0001,000,000), or
(iii) after if within thirty (30) days of receipt of a written request from the Company has effected two (2) registrations Holders pursuant to this Section 2.4 and such registrations have been declared effective; orSection, the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.42.3, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Axys Pharmecueticals Inc)
Form S-3 Registration. In case the Company shall receive from any Series D-E Holder or Series D-E Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Series D-E Holder or Series D-E Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesSeries D-E Holders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Series D-E Holder's or Series D-E Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Series D-E Holder or Series D-E Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such 37 offering by the Series D-E Holders, or
(ii) if the Series D-E Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000)250,000, or
(iii) after if the Company has already effected two four (24) registrations on Form S-3 for the Series D-E Holders pursuant to this Section 2.4 and such registrations have been declared effective; 2.4, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one two (12) registration registrations on Form S-3 for the Series D-E Holders pursuant to this Section 2.4, or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Series D-E Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Samples: Investor Rights Agreement (Arena Pharmaceuticals Inc)
Form S-3 Registration. In case the event the Company shall receive from any Holder or Holders Holder(s) owning in the aggregate at least fifty percent (50%) of the then-outstanding Registrable Securities a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersHolder(s), the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolder(s); and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be reasonably so requested and as would permit or and facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders Holder(s) joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect cause any such registration, qualification or compliance compliance, pursuant to this Section 2.41.2 to become effective:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, orHolder(s);
(ii) if the HoldersHolder(s), together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than five hundred thousand dollars ($500,000), or;
(iii) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; or
(iv) if the Company shall furnish to the Holders Holder(s) a certificate signed by the Chairman of the Board of Directors president of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders Holder(s) under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or1.2;
(viv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected one (1) registration on Form S-3 for the Holders Holder(s) pursuant to this Section 2.4, 1.2; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a registration statement on Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the HoldersHolder(s) (but no later than thirty (30) days following the Company's receipt of such request). Registrations All expenses incurred in connection with a registration requested pursuant to Section 1.2, including (without limitation) all registration, filing, qualification, printer and accounting fees, shall be borne by the Company. The Company shall not be required to pay any underwriters' or brokers' fees, discounts or commissions relating to the Registrable Securities, or the fees or expenses of separate counsel to the selling Holder(s).
(d) If a Holder intends to sell Registrable Securities pursuant to this Section 1.2, such Holder shall submit written notice to the Company (a "Notice of Sale") by facsimile transmission of such intention which shall include the name of the Holder, the number of shares of Registrable Securities that such Holder intends to sell and the Holder's telephone and facsimile numbers. The Company agrees not to disclose or permit disclosure of a Notice of Sale to third parties, other than to directors, officers, employees, consultants and agents of the Company, including the Company's counsel and transfer agent, who have the need to know of the existence of the Notice of Sale. (If the Notice of Sale is actually received in a day other than a business day, it will be deemed received on the next business day; the date on which the Notice of Sale is received is referred to as the "Notice Date;" the time on which the Notice of Sale is received is referred to as the "Notice Time".) Upon receiving a Notice of Sale from a Holder, the Company will notify the Holder as soon as reasonably practicable (but in no event later than the same time as the Notice Time on the next business day following the Notice Date) whether (i) the Company believes that the prospectus contained in the Registration Statement, as then amended or supplemented, is available for immediate use, whereupon the Company shall so notify the Holder(s) and the Holder(s) will have a period of five (5) days following such notification in which to sell its Registrable Securities or (ii) the Company believes that it is necessary or appropriate to file a supplement or file a post-effective amendment to the registration statement or the prospectus or any document incorporated therein by reference or file any other report or document so that, as thereafter delivered to the purchasers of the Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading (a "Prospectus Update"). If the Company notifies the Holder(s) that it believes it may be necessary or appropriate to effectuate a Prospectus Update and the Company is not exercising any right it may have under Section 1.2(e) to postpone the Prospectus Update, the Company will thereupon use all reasonable efforts to effectuate such Prospectus Update as soon as reasonably possible, and not later than three (3) business days after the Notice of Sale is received by the Company, except that the Company will have up to an additional two (2) business days to effectuate such Prospectus Update if, because of the particular circumstances involved, the Company could not effectuate the Prospectus Update earlier, despite all reasonable diligence. As soon as the Prospectus Update has been effectuated, the Company will notify each Holder who has submitted a Notice of Sale that the prospectus is available for use, whereupon each such Holder will have a period of five (5) days in which to sell its Registrable Securities.
(e) The Company will be entitled to postpone, for the minimum period provided below, the filing of any Prospectus Update otherwise required to be prepared and filed by it pursuant hereto if, at the time it receives a Notice of Sale, the Company determines in its reasonable judgment, after consultation with counsel, that (i) the Company would be required to prepare and file any financial statements (other than those it customarily prepares or before it customarily files such financial statements), (ii) the Company would be required to file an amendment to the registration statement to describe facts or events which individually or in the aggregate represent a fundamental change in the information contained in the registration statement within the meaning of Item 512 of Regulation S-K promulgated under the Securities Act, or (iii) the filing would require the premature announcement of any financing, acquisition, corporate reorganization, contract or other material corporate transaction or development involving the Company such as the Company reasonably determines would be materially detrimental to the interests of the Company and its stockholders. The postponement will be for the minimum period reasonably required for the Company to prepare and file the necessary documents, in the case of a postponement pursuant to (i) or (ii) above, or the minimum period reasonably required to avoid such premature disclosure, in the case of (iii) above, and which period will not be in excess of thirty (30) days unless, because of the unusual nature of the particular circumstances, it is necessary that the period extend beyond thirty (30) days. The Company will promptly give each Holder who has submitted a Notice of Sale notice of any postponement exercised pursuant to this Section 1.2(e). As soon as the Prospectus Update has been effectuated following a postponement effected pursuant to this Section 2.4 1.2(e), the Company will notify each Holder who has submitted a Notice of Sale that the prospectus is available for use, whereupon each such Holder will have a period of five (5) days in which to sell its Registrable Securities.
(f) The Holder(s) may not sell shares of Registrable Securities under this Section 1.2 without first (i) complying with the Notice of Sale requirements of Section 1.2(d) and (ii) allowing the Company to prepare Prospectus Updates (including any permitted postponements thereof) as set forth in Sections 1.2(d) and (e). A Holder will submit a Notice of Sale only if in good faith it actually intends to sell the Registrable Securities within such five (5) day period and with the understanding that a Notice of Sale is to be made only on the occasion that the sale of Registrable Securities is actually contemplated and not on a continual basis. A Holder will notify the Company by facsimile transmission promptly after it has completed or otherwise ceased sales following submission of a Notice of Sale. The Holder(s) will provide to the Company all information in the Holder(s)' possession or control, and will take all actions, as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act and any applicable state securities laws.
(g) Under no circumstances shall not the Company be counted as demands for required to keep a registration or registrations effected statement effective and available pursuant to this Section 1.2 for greater than one (1) year (after taking into account any periods of delay permitted under Sections 2.2 or 2.3, respectively1.2(d) and (e) above).
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(aA) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(bB) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(iI) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, or;
(iiII) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for any Holders pursuant to this Section 2.4;
(III) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars Five Hundred Thousand Dollars ($500,000), or;
(iiiIV) after the Company has effected two if within thirty (230) registrations days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4 and 2.4, the Company gives notice to such registrations have been declared effective; orHolder or Holders of the Company's intention to make a public offering, other than pursuant to a Special Registration Statement, within sixty (60) days;
(ivV) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company Company, or if there be none, by the Chief Executive Officer, stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, ; or
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant to this Section 2.4, or
(viVI) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(cC) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the event the Company shall receive from any Holder or Holders Holder(s) owning in the aggregate at least fifty percent (50%) of the then-outstanding Registrable Securities a written request or requests that the Company effect a registration on Form S-3 or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersHolder(s), the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolder(s); and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be reasonably so requested and as would permit or and facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders Holder(s) joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect cause any such registration, qualification or compliance compliance, pursuant to this Section 2.41.2 to become effective:
(i) prior to the date six (6) months following the Effective Date or later than the date eight (8) months following the Effective Date;
(ii) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders, orHolder(s);
(iiiii) if the HoldersHolder(s), together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than five hundred thousand dollars ($500,000), or
or such lower dollar amount as equals the aggregate price to the public (iiinet of any underwriters' discounts or commissions) after the Company has effected two (2) registrations pursuant to this Section 2.4 and such registrations have been declared effective; orof 14,000 shares of Registrable Securities;
(iv) if the Company shall furnish to the Holders Holder(s) a certificate signed by the Chairman of the Board of Directors president of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of seriously detrimental to the Company and its stockholders Shareholder for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders Holder(s) under this Section 2.4; provided, that such right to delay a request 1.2 and the period during which the Holder(s) may exercise their rights hereunder shall be exercised by the Company not more than once in any twelve (12) month extended for an equivalent period, or;
(v) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected one (1) registration on Form S-3 for the Holders Holder(s) pursuant to this Section 2.4, 1.2 or the Holder(s) have been offered the opportunity to participate in a registration pursuant to Sections 1.3 or 1.4 below with respect to all of the Holder's or Holders' Registrable Securities (whether or not the Holder(s) elected to participate in such registration) or such other registration is pending; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process (other than as required under the Securities Act) in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a registration statement on Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the HoldersHolder(s). Registrations effected All expenses incurred in connection with a registration requested pursuant to Section 1.2, including (without limitation) all registration, filing, qualification, printer and accounting fees shall be borne by the Company. The Company shall not be required to pay any underwriters' or brokers' fees, discounts or commissions relating to the Registrable Securities, or the fees or expenses of separate counsel to the selling Holder(s).
(d) If, at any time during the twenty-five (25) day period after the registration statement has been declared effective, a Holder intends to sell Registrable Securities pursuant to this Section 2.4 1.2, such Holder shall not submit written notice to the Company (a "NOTICE OF SALE") by facsimile transmission of such intention which shall include the name of the Holder, the number of shares of Registrable Securities that such Holder intends to sell and the Holder's telephone and facsimile numbers. (If the Notice of Sale is actually received in a day other than a business day, it will be counted deemed received on the next business day; the date on which the Notice of Sale is received is referred to as demands for registration or registrations effected pursuant the "NOTICE DATE;" the time on which the Notice of Sale is received is referred to Sections 2.2 or 2.3, respectively.as the
Appears in 1 contract
