Common use of Limitations on Form S-3 Registration Clause in Contracts

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) in the circumstances described in either Sections 2.1(b)(i), 2.1(b)(ii) or 2.1(b)(iv); (ii) if the aggregate proceeds to all such Holders requesting registration pursuant to this Section 2.3 is less than $1,000,000; (iii) in a given twelve (12) month period, after the Company has effected two (2) such registrations pursuant to this Section 2.3 in any such period; or (iv) if Form S-3 is not available for such registration.

Appears in 4 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Corium International, Inc.), Investors’ Rights Agreement (Corium International, Inc.)

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Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) in In the circumstances described in either Sections Section 2.1(b)(i), 2.1(b)(ii) or 2.1(b)(iv2.1(b)(iii); (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) on Form S-3 at an aggregate price to the aggregate proceeds to all such Holders requesting registration pursuant to this Section 2.3 is public of less than $1,000,000; (iii) in a given twelve (12) month period, after the Company has effected two (2) such registrations pursuant to this Section 2.3 in any such period2,500,000; or (iv) if Form S-3 is not available for such registration.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Prosper Marketplace Inc), Investors’ Rights Agreement (Prosper Marketplace Inc), Investors’ Rights Agreement (Prosper Marketplace Inc)

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) in In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(ii) or 2.1(b)(iv);; or (ii) if the aggregate proceeds to all such Holders requesting registration pursuant to this Section 2.3 is less than $1,000,000; (iii) in a given twelve (12) month period, after After the Company has effected initiated two (2) such registrations pursuant to this Section 2.3 in any such period; or (ivcounting for these purposes only (x) if Form S-3 is not available for such registrationregistrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations).

Appears in 2 contracts

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

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) in In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(ii2.1(b)(iii) or 2.1(b)(iv2.1(b)(v); (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) on Form S-3 at an aggregate price to the aggregate proceeds to all such Holders requesting registration pursuant to this Section 2.3 is public of less than $1,000,000; (iii) in a given twelve (12) month period, after the Company has effected two (2) such registrations pursuant to this Section 2.3 in any such period; or (iv) if Form S-3 is not available for such registration.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Applied Molecular Transport LLC)

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Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) in In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(ii2.1(b)(iii) or 2.1(b)(iv2.1(b)(v);; 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) on Form S-3 at an aggregate price to the aggregate proceeds to all such Holders requesting registration pursuant to this Section 2.3 is public of less than $1,000,000; (iii) in a given twelve (12) month period, after the Company has effected two (2) such registrations pursuant to this Section 2.3 in any such period; or (iv) if Form S-3 is not available for such registration500,000.

Appears in 1 contract

Samples: Asset Transfer and License Agreement (Cerus Corp)

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