Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 46 contracts
Samples: Investor Rights Agreement (PROCEPT BioRobotics Corp), Investor Rights Agreement (PROCEPT BioRobotics Corp), Investor Rights Agreement (Poshmark, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to demand or otherwise more favorable than those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.
Appears in 20 contracts
Samples: Securityholders’ Agreement (Cb Richard Ellis Group Inc), Securityholders' Agreement (California Public Employees Retirement System), Securityholders' Agreement (Cbre Holding Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.
Appears in 14 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement, Rights Agreement
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreementhereof, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would grant such holder conflict with the rights granted to demand the registration Holders herein, without the prior written consent of shares Holders of a majority of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersRegistrable Securities.
Appears in 11 contracts
Samples: Registration Rights Agreement (APi Group Corp), Registration Rights Agreement (APi Group Corp), Securities Purchase Agreement (APi Group Corp)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the The Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 7 contracts
Samples: Investor Rights Agreement (Metacrine, Inc.), Investor Rights Agreement (Metacrine, Inc.), Investor Rights Agreement (Viewray Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.
Appears in 7 contracts
Samples: Investor Rights Agreement (Cardica Inc), Investor Rights Agreement (Renovis Inc), Rights Agreement (National Patent Development Corp)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.106.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 6 contracts
Samples: Investor Rights Agreement (Talis Biomedical Corp), Investor Rights Agreement (Talis Biomedical Corp), Investor Rights Agreement
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on a parity with or senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.
Appears in 5 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Inogen Inc), Investors’ Rights Agreement (Inogen Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.
Appears in 5 contracts
Samples: ' Rights Agreement (Vobis Microcomputer Ag), Investors' Rights Agreement (Healthstream Inc), Registration Rights Agreement (Scientific Learning Corp)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder (i) rights to demand the registration of shares of the Company’s capital stocktheir shares, or to include such their shares in a registration statement that would reduce the number of shares includable by the HoldersHolders or (ii) any other registration rights on a parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.
Appears in 5 contracts
Samples: Rights Agreement, Investor Rights Agreement (Applied Genetic Technologies Corp), Investor Rights Agreement (Applied Genetic Technologies Corp)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 4 contracts
Samples: Investor Rights Agreement (BigCommerce Holdings, Inc.), Investor Rights Agreement (Biocept Inc), Stockholder Agreement (WEB.COM Group, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the holders of at least a majority of the then-outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 4 contracts
Samples: Rights Agreement, Rights Agreement, Investor Rights Agreement (Trevena Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on a parity with or senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.
Appears in 4 contracts
Samples: Investor Rights Agreement (Virobay Inc), Investor Rights Agreement (Veraz Networks, Inc.), Investor Rights Agreement (Veraz Networks, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall will not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 3 contracts
Samples: Founding Investor Rights Agreement (Regulus Therapeutics Inc.), Founding Investor Rights Agreement (Isis Pharmaceuticals Inc), Founding Investor Rights Agreement (Alnylam Pharmaceuticals, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder (i) rights to demand the registration of shares of the Company’s capital stocktheir shares, or to include such their shares in a registration statement that would reduce the number of shares includable by the HoldersHolders or (ii) any other registration rights senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.
Appears in 3 contracts
Samples: Investor Rights Agreement (Revance Therapeutics, Inc.), Investor Rights Agreement (Revance Therapeutics, Inc.), Investor Rights Agreement (Revance Therapeutics, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding (including a majority of shares of the Preferred Stock then outstanding), enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.
Appears in 3 contracts
Samples: Investor Rights Agreement (Mirna Therapeutics, Inc.), Investor Rights Agreement (Mirna Therapeutics, Inc.), Investor Rights Agreement (Mirna Therapeutics, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of of' the Company that would grant such holder registration rights senior or pari passu to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (LLR Equity Partners Lp), Registration Rights Agreement (Opinion Research Corp), Registration Rights Agreement (Pennsylvania Commerce Bancorp Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement in either such case that would reduce the number of shares includable by the Holders.
Appears in 3 contracts
Samples: Investor Rights Agreement (Inozyme Pharma, Inc.), Investor Rights Agreement (Inozyme Pharma, Inc.), Investor Rights Agreement (Inozyme Pharma, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce without the number written consent of shares includable by the Holdersholders of a majority of Registrable Securities.
Appears in 3 contracts
Samples: Investor Rights Agreement (HealthWarehouse.com, Inc.), Investor Rights Agreement (New Atlantic Venture Fund Iii L P), Investor Rights Agreement (HealthWarehouse.com, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders unless consented to by the Holders of at least fifty five percent (55%) of the Registrable Securities then outstanding.
Appears in 3 contracts
Samples: Investor Rights Agreement (LendingClub Corp), Investor Rights Agreement (LendingClub Corp), Investor Rights Agreement (LendingClub Corp)
Limitation on Subsequent Registration Rights. Other than Except as otherwise provided in Section 5.10herein, after the date of this Agreement, the Company shall will not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 3 contracts
Samples: Investor Rights Agreement (Regulus Therapeutics Inc.), Common Stock Purchase Agreement (Regulus Therapeutics Inc.), Investor Rights Agreement (Regulus Therapeutics Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.9, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders; provided, however, that the Holders acknowledge that certain Registration Rights and Securityholder Agreement, by and between the Company and Pfizer, Inc., of even date herewith.
Appears in 2 contracts
Samples: Investor Rights Agreement (Esperion Therapeutics, Inc.), Investor Rights Agreement (Esperion Therapeutics, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares securities of the Company’s capital stock, or to include such shares securities in a registration statement that would reduce the number of shares securities includable by the Holders.
Appears in 2 contracts
Samples: Investor Rights Agreement (DiCE MOLECULES HOLDINGS, LLC), Investor Rights Agreement (DiCE MOLECULES HOLDINGS, LLC)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement6.12, the Company shall not enter into any agreement with any holder Holder or prospective holder Holder of any securities of the Company that would grant such holder Holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 2 contracts
Samples: Investor Rights Agreement (Sientra, Inc.), Investor Rights Agreement (Sientra, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.104.9, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 2 contracts
Samples: Investor Rights Agreement (Cirius Therapeutics, Inc.), Investor Rights Agreement (Cirius Therapeutics, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would (a) grant such holder rights to demand the registration of shares of the Company’s capital stock, or (b) provide to such holder the right to include such shares in a registration statement on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that would reduce the number of shares includable by the Holdersthey wish to include in such offering.
Appears in 2 contracts
Samples: Investor Rights Agreement (Nurix Therapeutics, Inc.), Investor Rights Agreement (Nurix Therapeutics, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders holding a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that the Holders wish to so include.
Appears in 2 contracts
Samples: Investor Rights Agreement (Connecture Inc), Investor Rights Agreement (Connecture Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.12, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Veracyte, Inc.), Investors’ Rights Agreement (Veracyte, Inc.)
Limitation on Subsequent Registration Rights. Other than as otherwise provided in Section 5.10herein, after the date of this Agreement, the Company shall will not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 2 contracts
Samples: Investor Rights Agreement (Akcea Therapeutics, Inc.), Investor Rights Agreement (Akcea Therapeutics, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders, without the consent of the holders of at least 70% of the Registrable Securities.
Appears in 2 contracts
Samples: Investor Rights Agreement (Zulily, Inc.), Investor Rights Agreement (Zulily, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreement, the Company shall not not, without the prior written consent of the Principal Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant giving such holder or prospective holder any registration rights the terms of which are equivalent to demand or more favorable than the registration of shares of rights granted to the Company’s capital stockPrincipal Holders hereunder, or to include such shares in a registration statement that which would reduce the number amount of shares includable by Registrable Securities the Holdersholders can include in any Registration Statement filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Trean Insurance Group, Inc.), Registration Rights Agreement (Trean Insurance Group, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce statement, unless, under the number terms of shares includable such agreement, such rights are subordinate to the rights of the Holders or are approved by a majority in interest of the HoldersRegistrable Securities then outstanding.
Appears in 2 contracts
Samples: Investor Rights Agreement (1Life Healthcare Inc), Investor Rights Agreement (1Life Healthcare Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders unless consented to by the Holders of at least fifty-five percent (55%) of the Registrable Securities then outstanding.
Appears in 2 contracts
Samples: Investor Rights Agreement (LendingClub Corp), Investor Rights Agreement (LendingClub Corp)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written approval of the Investors holding a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 2 contracts
Samples: Investor Rights Agreement (Flexion Therapeutics Inc), Investor Rights Agreement (Flexion Therapeutics Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders or would otherwise grant registration rights on a parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement, without the prior written consent of the holders of at least a majority of the Registrable Securities then outstanding.
Appears in 2 contracts
Samples: Investor Rights Agreement (Marrone Bio Innovations Inc), Investor Rights Agreement (Marrone Bio Innovations Inc)
Limitation on Subsequent Registration Rights. Other than Except as otherwise provided in Section 5.10this Agreement, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Iridium Communications Inc.), Limited Liability Company Agreement (Iridium Communications Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not not, without the prior written consent of the Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu with or senior to those granted to the Holders hereunder or would allow such holder or prospective holder to initiate a demand the for registration of shares of the Company’s capital stock, any securities held by such holder or to include such shares in a registration statement that would reduce the number of shares includable by the Holdersprospective holder.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Janux Therapeutics, Inc.), Investors’ Rights Agreement (Janux Therapeutics, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on a parity with or senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.
Appears in 2 contracts
Samples: Rights Agreement (Sonim Technologies Inc), Rights Agreement (Sonim Technologies Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari pasu with or senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.
Appears in 1 contract
Samples: Rights Agreement (Genoptix Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders, without the approval of the holders of at least fifty-five percent (55%) of the outstanding Shares.
Appears in 1 contract
Samples: Investor Rights Agreement (NGM Biopharmaceuticals Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10Without the consent of the holders of a majority of the Registrable Securities, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 1 contract
Samples: Investor Rights Agreement (Northwest Biotherapeutics Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.106.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders holding at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders that are senior to or on parity with those granted to the Holders hereunder without the prior written consent of the Holders of not less than seventy-five percent (75%) of the Registrable Securities.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, either on par or superior to include such shares in the holders of Preferred Shares, without the approval of holders of a registration statement that would reduce majority of the number of shares includable by the Holdersthen issued Preferred Shares voting together as a class on an as-converted basis.
Appears in 1 contract
Samples: Purchase and Shareholders Agreement (FleetMatics Group PLC)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this AgreementEffective Date, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, either on par or superior to include such shares in the holders of Preferred Shares, without the approval of holders of a registration statement that would reduce majority of the number of shares includable by the Holdersthen issued Preferred Shares voting together as a class on an as-converted basis.
Appears in 1 contract
Samples: Registration Rights Agreement (FleetMatics Group PLC)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the consent of the holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce are more favorable to the number of shares includable by holder or prospective holder than the Holdersrights provided to Investors in this Agreement.
Appears in 1 contract
Samples: Investor Rights Agreement (Hyperion Therapeutics Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.
Appears in 1 contract
Samples: Investor Rights Agreement (Pacific DataVision, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall will not enter into any agreement with any holder or prospective holder of Person that would grant such Person any registration rights with respect to any securities of the Company that would grant such holder rights to demand without the registration of shares prior written consent of the Company’s capital stock, or to include such shares in Members of a registration statement that would reduce majority of the number of shares includable by the Holdersthen outstanding Registrable Securities.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ensource Energy Income Fund LP)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on parity with or senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreement, without the prior written consent of Holder, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant (nor shall the Company, in the absence of any such prior agreement, permit any such holder rights to demand the registration of shares of the Company’s capital stock, or prospective holder) to include such shares securities in a any registration statement that would reduce the number of shares includable contemplated by the Holders.this Agreement other than "piggyback" registration rights with terms which are less favorable than those granted in this Agreement. TO INCIDENTAL REGISTRATION RIGHTS AGREEMENT
Appears in 1 contract
Samples: Incidental Registration Rights Agreement (Prime Medical Services Inc /Tx/)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on a parity with or senior or superior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders without obtaining the consent of the Holders of a majority of the Registrable Securities.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the written consent of Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 1 contract
Samples: Investor Rights Agreement (Turning Point Therapeutics, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105, after the date of this AgreementAgreement Date, the Company shall not not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then-outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights to demand the registration of shares of the Company’s capital stocksenior to, or pari passu with, those granted to include such shares in the Holders hereunder, other than the right to a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.
Appears in 1 contract
Samples: Investor Rights Agreement (Five Prime Therapeutics Inc)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders unless consented to by the Holders of at least sixty-five percent (65%) of the Registrable Securities then outstanding.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder (i) rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders or (ii) any other registration rights on parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreement, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company demand registration rights, or registration rights with respect to such securities that would grant allow such holder or prospective holder to have registration rights to demand more favorable than those contained herein so long as any of the registration of shares of the Company’s capital stock, or to include such shares rights under this Agreement remain in a registration statement that would reduce the number of shares includable by the Holderseffect.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.102.14, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the -------------------------------------------- date of this Agreement, the Company shall not not, without the consent of the holders of at least a majority of the then outstanding shares of Registrable Stock, enter into any agreement with granting any holder or prospective holder of any securities of the Company that would grant registration rights with respect to such holder securities unless the holders of such new registration rights to demand the registration of shares of the Company’s capital stock, or to include such shares may only participate in a registration statement on a basis that would reduce is pari passu with or subordinate to the number rights ---- ----- granted to the holders of shares includable by the HoldersRegistrable Stock hereunder.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.106.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, consenting as a single class, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company without the prior written approval of the holders of a majority of the Registrable Securities that would grant such holder (i) rights to demand the registration of shares of the Company’s capital stocktheir shares, or to include such their shares in a registration statement that would reduce the number of shares includable by the HoldersHolders or (ii) any other registration rights on a parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not not, without the prior written consent of Holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant permit such holder rights to demand require that the registration of shares of the Company’s capital stock, or to include Company register any securities held by such shares in a registration statement that would reduce the number of shares includable by the Holdersholder.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares securities of the Company’s capital stock, or to include such shares securities in a registration statement that would reduce the number of shares securities includable by the Holders.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the The Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s 's capital stockstock on more favorable terms than those granted to holders of Preferred Stock, or to include such shares in without the consent of at least a registration statement that would reduce majority of the number holders of shares includable by the Holdersthen outstanding Preferred Stock, voting on an as-if converted basis.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on a parity with or senior to demand those granted to the registration of shares Holders hereunder, other than the right to a Special Registration Statement, without the prior written consent of the Company’s capital stock, Holders of a majority of the Registrable Securities then outstanding which are issuable or to include such shares in a registration statement that would reduce were issued upon conversion of the number of shares includable by the HoldersPreferred Stock.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights that are superior to or inconsistent with those granted to the Holders herein without the prior written consent of the Holders holding at least a majority of the Series B Registrable Securities; provided, however, that, subject to the protective provisions set forth in the Certificate, the Company may issue registration rights to demand the registration future series of shares preferred stock which are pari passu with those of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders set forth herein.
Appears in 1 contract
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders, in each case, without the consent of Requisite Majority.
Appears in 1 contract
Samples: Investor Rights Agreement (Cidara Therapeutics, Inc.)
Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.
Appears in 1 contract