Common use of Limitation on Subsequent Registration Rights Clause in Contracts

Limitation on Subsequent Registration Rights. (a) From and after the date of this Agreement, the Company shall 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 which would allow such holder or prospective holder (i) to include such securities in any registration filed under Section 2 or Section 3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which are included, or (ii) to make a demand registration which could result in such registration statement being declared effective prior to the date that is 120 days after the effective date of a registration effected pursuant to Section 2 hereof.

Appears in 4 contracts

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

AutoNDA by SimpleDocs

Limitation on Subsequent Registration Rights. (a) From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (ia) to include such securities in any registration filed under Section 2 or Section 3 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which are included, is included or (iib) to make a demand registration which could result in such registration statement being declared effective prior to the date that is 120 days after first anniversary of the effective date of a registration effected pursuant to Section 2 hereofthe Initial Public Offering.

Appears in 2 contracts

Samples: Registration Rights Agreement (Healthdesk Corp), Registration Rights Agreement (American Physician Partners Inc)

Limitation on Subsequent Registration Rights. (a) From and after the date of this Agreement, the Company shall 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 which would allow such holder or prospective holder (ia) to include such securities in any registration filed under Section 2 or Section 3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his such holder’s securities will not reduce the amount of the Registrable Securities of the Holders which are included, is included or (iib) to make a demand registration which could result in such registration statement being declared effective prior to the date that is 120 earlier of either of the dates set forth in Section 3.4 or within one hundred twenty (120) days after of the effective date of a any registration effected pursuant to Section 2 hereof3.4.

Appears in 2 contracts

Samples: Investors Rights Agreement (Envivio Inc), Investors Rights Agreement (Envivio Inc)

Limitation on Subsequent Registration Rights. (a) From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (ia) to include such securities in any registration filed under Section 2 2.2, 2.3 or Section 3 2.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which are is included, or (iib) to make a demand registration which could result in such registration statement being declared effective prior to the date that is 120 earlier of either of the dates set forth in Section 2.2 hereof or within one hundred eighty (180) days after of the effective date of a any registration effected pursuant to Section 2 2.2 hereof.

Appears in 2 contracts

Samples: Rights Agreement (Volterra Semiconductor Corp), Investor Rights Agreement (Wildblue Communications Inc)

Limitation on Subsequent Registration Rights. (a) From and after Subsequent to the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of a majority at least eighty percent (80%) of the Registrable Securities then outstanding, enter into any agreement or arrangement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ia) to include such securities in any registration filed under Section 2 or Section 3 2.1 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his such securities will not reduce the amount of the Registrable Securities of the Holders which are included, is included or (iib) to make a demand registration which could result in such registration statement being declared effective prior to the date that is earlier of either of the dates set forth in Section 2.1(a)(ii)(A) or within 120 days after of the effective date of a any registration effected pursuant to Section 2 hereof2.1.

Appears in 2 contracts

Samples: Adoption Agreement (Fulcrum Bioenergy Inc), Adoption Agreement (Fulcrum Bioenergy Inc)

Limitation on Subsequent Registration Rights. (a) From and after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority not less than 50% of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (ia) to include such securities in any registration filed under Section 2 or Section 3 2.1 hereof, unless unless, under the terms of such agreement, such holder or prospective holder may include such stock securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which are is included, or (iib) to make a demand registration which could result in such registration statement being declared effective prior to the date that is set forth in Section 2.1.3(2) or within 120 days after of the effective date of a any registration statement effected pursuant to Section 2 hereof2.1.

Appears in 1 contract

Samples: Investor Rights Agreement (H Power Corp)

Limitation on Subsequent Registration Rights. (a) From and after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of holding a majority of the Registrable Securities held by the Holders and then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder to (ia) to include such securities in any registration filed under Section 2 or Section 3 hereofthis Exhibit C, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which are is included, or (iib) to make a demand registration which could result in such registration statement being declared effective prior to the date that is 120 days after the effective date of a registration effected pursuant to Section 2 hereofCompany.

Appears in 1 contract

Samples: Bakbone Software Inc

Limitation on Subsequent Registration Rights. (a) From and after the date -------------------------------------------- of this Agreement, the Company shall not, without the prior written consent of the Holders of Investors holding a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (ia) to include such securities in any registration filed under Section 2 or Section 3 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders Investors which are included, is included or (iib) to make a demand registration which could result in such registration statement being declared effective prior to the date that is 120 earlier of either of the dates set forth in subsection 1.2 (a) or within ninety (90) days after the effective date of a any registration effected pursuant to Section 2 hereof1.2.

Appears in 1 contract

Samples: Stock Purchase Agreement (Webb Interactive Services Inc)

AutoNDA by SimpleDocs

Limitation on Subsequent Registration Rights. (a) From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (ia) to include such securities in any registration filed under Section 2 or Section 3 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which are included, is included or (iib) to make a demand registration which could result in such registration statement being declared effective prior to the date that is 120 days after earlier of either of the effective date of a registration effected pursuant to Section 2 hereofdates set forth in subsection 1.2(a).

Appears in 1 contract

Samples: Registration Rights Agreement (Healthdesk Corp)

Limitation on Subsequent Registration Rights. (a) From and after the date -------------------------------------------- of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (i) to include such securities in any registration filed under pursuant to Section 2 or Section 3 hereof4 of this Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his its securities will not reduce the amount of the Registrable Securities of the Holders which are is included, or (ii) to make a demand registration which could result in such registration statement being declared effective prior to the date that is 120 days after the effective date of a registration effected pursuant to Section 2 hereof.

Appears in 1 contract

Samples: Investor Rights Agreement (Iown Holdings Inc)

Limitation on Subsequent Registration Rights. (a) From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (ia) to include such securities in any registration filed under Section 2 or Section 3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his such holder’s securities will not reduce the amount of the Registrable Securities of the Holders which are included, is included or (iib) to make a demand registration which could result in such registration statement being declared effective prior to the date that is 120 earlier of either of the dates set forth in Section 3.4 or within one hundred twenty (120) days after of the effective date of a any registration effected pursuant to Section 2 hereof3.4.

Appears in 1 contract

Samples: Investors Rights Agreement (Envivio Inc)

Limitation on Subsequent Registration Rights. (a) From and after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority not less than fifty percent (50%) of the Registrable Securities then outstandingConversion Shares, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (ia) to include such securities in any registration filed under Section 2 or Section 3 2.1 hereof, unless unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Series A Holders which are is included, or (iib) to make a demand registration which could result in such registration statement being declared effective prior to the date that is 120 set forth in Section 2.1.3(ii) or within one hundred twenty (120) days after of the effective date of a any registration statement effected pursuant to Section 2 hereof2.1.

Appears in 1 contract

Samples: Investor Rights Agreement (H Power Corp)

Limitation on Subsequent Registration Rights. (a) From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Holders of the then outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ia) to include such securities in any registration filed under Section 2 or Section 3 hereofthis Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his such holder's securities will not in any manner reduce the amount of the Registrable Securities of the Holders which are included, that is included or (iib) to make a demand registration which could result in such registration statement being declared effective prior exercise any rights more favorable than those granted to the date that is 120 days after the effective date of a registration effected Holders pursuant to Section 2 hereofthis Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (American Biogenetic Sciences Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!