Limitations on Subsequent Registration Rights. 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 (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holder.
Appears in 18 contracts
Samples: Investors’ Rights Agreement (Legalzoom Com Inc), Investors’ Rights Agreement (ADESTO TECHNOLOGIES Corp), Investors’ Rights Agreement (ADESTO TECHNOLOGIES Corp)
Limitations on Subsequent Registration Rights. 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 that (i) would provide to such holder the right to include securities in any registration 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 they wish to so include; or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 13 contracts
Samples: Investors’ Rights Agreement (Xometry, Inc.), Investors’ Rights Agreement (Cullinan Oncology, LLC), Investors’ Rights Agreement (Pandion Therapeutics Holdco LLC)
Limitations on Subsequent Registration Rights. 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 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 (a) to include such securities in any registration filed under Section 1.3 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holdertheir securities.
Appears in 10 contracts
Samples: Investor Rights Agreement (Cyoptics Inc), Investors' Rights Agreement (Fairmarket Inc), Investors' Rights Agreement (Youcentric Inc)
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9.
Appears in 7 contracts
Samples: Investors’ Rights Agreement (Relay Therapeutics, Inc.), Investors’ Rights Agreement (Relay Therapeutics, Inc.), Investors’ Rights Agreement (Appfolio Inc)
Limitations on Subsequent Registration Rights. 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 that would (i) provide to such holder the right to include securities in any registration 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 they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 7 contracts
Samples: Investors’ Rights Agreement (Sigilon Therapeutics, Inc.), Investors’ Rights Agreement (Sigilon Therapeutics, Inc.), Investors’ Rights Agreement (Foghorn Therapeutics Inc.)
Limitations on Subsequent Registration Rights. 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 that (i) would provide to such holder the right to include securities in any registration 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 they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 6 contracts
Samples: Investor Rights Agreement (Lucira Health, Inc.), Investors’ Rights Agreement, Investors’ Rights Agreement (Apellis Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included included, or (bii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 5.9.
Appears in 6 contracts
Samples: Share Purchase Agreement (Cortendo AB), Share Purchase Agreement (Cortendo AB), Investors’ Rights Agreement (Cortendo AB)
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 6 contracts
Samples: Registration Rights Agreement (Silvaco Group, Inc.), Registration Rights Agreement (Lulu's Fashion Lounge Holdings, Inc.), Investors’ Rights Agreement (Lulu's Fashion Lounge Holdings, Inc.)
Limitations on Subsequent Registration Rights. 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 that would (i) provide to such holder or prospective holder the right to include securities in any registration 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 they wish to so include; or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 5 contracts
Samples: Investors’ Rights Agreement (Pacaso Inc.), Investors’ Rights Agreement (MedicaMetrix, Inc/De), Investors’ Rights Agreement (MedicaMetrix, Inc/De)
Limitations on Subsequent Registration Rights. 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 outstandingRequired Holders, 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9.
Appears in 5 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Ayala Pharmaceuticals, Inc.), Investors’ Rights Agreement (Ayala Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. 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 that would (a) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included included; or (b) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 5 contracts
Samples: Registration Rights Agreement (Dream Finders Homes, Inc.), Registration Rights Agreement (Dream Finders Homes, Inc.), Registration Rights Agreement
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included therein, or (bii) to demand registration of any securities held by such holder or prospective holder.
Appears in 4 contracts
Samples: Registration Rights Agreement (Access Industries Holdings LLC), Registration Rights Agreement (Chemomab Therapeutics Ltd.), Registration Rights Agreement (Anchiano Therapeutics Ltd.)
Limitations on Subsequent Registration Rights. 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 outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Galera Therapeutics, Inc.), Investors’ Rights Agreement (Galera Therapeutics, Inc.), Investors’ Rights Agreement (Galera Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. 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 that would (i) provide to such holder the right to include securities in any registration on other than on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 4 contracts
Samples: Registration Rights Agreement (Everside Health Group, Inc.), Investors’ Rights Agreement (Axcella Health Inc.), Investors’ Rights Agreement (Moderna, Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingHolder 1, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Wilsons the Leather Experts Inc), Registration Rights Agreement (Wilsons the Leather Experts Inc), Registration Rights Agreement (Marathon Fund L P V)
Limitations on Subsequent Registration Rights. 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 that (i) would provide to such holder the right to include securities in any registration 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 they wish to so include; or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 4 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement, Registration Rights Agreement (Deciphera Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. 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 (a) to include such securities in any registration filed under Section 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 such his securities will not reduce the amount of the Registrable Securities of the Holders that are which is included or (b) to make a demand registration of any securities held by such holder or prospective holderregistration.
Appears in 4 contracts
Samples: Investors' Rights Agreement, Investors’ Rights Agreement (Impinj Inc), Investors’ Rights Agreement (Impinj Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority at least fifty percent (50%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 4 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Evelo Biosciences, Inc.), Investors’ Rights Agreement (Evelo Biosciences, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority more than the Appropriate Percentage of the Registrable Securities 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Akebia Therapeutics, Inc.), Investors’ Rights Agreement (Akebia Therapeutics, Inc.), Investors’ Rights Agreement (Akebia Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 3.8.
Appears in 3 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Trupanion Inc.), Registration Rights Agreement (Trupanion Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holder or Holders of a majority 51% of the Registrable Securities 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder.
Appears in 3 contracts
Samples: Registration Rights Agreement (RS Properties I LLC), Registration Rights Agreement (Sands Brothers Venture Capital Ii LLLC), Registration Rights Agreement (Kronos Advanced Technologies Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of 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 that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 5.3, 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holdertheir securities.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Salient Surgical Technologies, Inc.), Investors’ Rights Agreement (Salient Surgical Technologies, Inc.), Investors’ Rights Agreement (Salient Surgical Technologies, Inc.)
Limitations on Subsequent Registration Rights. 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 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 (a) to include such securities in any Company registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holder.
Appears in 3 contracts
Samples: Investor Rights Agreement (Advanced BioEnergy, LLC), Investor Rights Agreement (South Dakota Wheat Growers Association), Investor Rights Agreement (Advanced BioEnergy, LLC)
Limitations on Subsequent Registration Rights. From and 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 then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow giving such holder or prospective holder (ai) the right to include such securities in any registration filed under Section 2.2 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included included, or (bii) the right to demand registration of any securities held by such holder or prospective holdertheir securities.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (GP Investments Acquisition Corp.), Investors’ Rights Agreement (Rimini Street, Inc.), Investors’ Rights Agreement (Rimini Street, Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingRequisite Threshold, 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 (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holdertheir securities.
Appears in 3 contracts
Samples: Investors Rights Agreement, Investors Rights Agreement (Versartis, Inc.), Investors Rights Agreement (Versartis, Inc.)
Limitations on Subsequent Registration Rights. 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 that (i) would provide to such holder the right to include securities in any registration 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 they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 3 contracts
Samples: Registration Rights Agreement (ObsEva SA), Registration Rights Agreement (Criteo S.A.), Registration Rights Agreement (Neuro-Hitech, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this AgreementEffective Date, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingRequired Holders, 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 (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holdertheir securities.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Liquidia Technologies Inc), Investors’ Rights Agreement, Investors’ Rights Agreement (Liquidia Technologies Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders Purchasers or other 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 that allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included included, or (b) allow such holder or prospective holder to initiate a demand for registration of any securities of the Company held by such holder or prospective holder.
Appears in 3 contracts
Samples: Registration Rights Agreement (National American University Holdings, Inc.), Merger Agreement (Camden Learning CORP), Agreement and Plan of Reorganization (Camden Learning CORP)
Limitations on Subsequent Registration Rights. 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 outstandingPreferred Majority Holders, 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 (a) to include such securities in any registration filed under this Agreement 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) and shall be subordinated to demand registration the rights of any securities held by such holder or prospective holderHolder hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Macrocure Ltd.), Registration Rights Agreement (Macrocure Ltd.), Registration Rights Agreement (Macrocure Ltd.)
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any Investor who becomes a party to this Agreement in accordance with Section 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement, Investors’ Rights Agreement (Histogenics Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least 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 (a) to include such securities in any registration filed under Section 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 such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holderwhich is included.
Appears in 3 contracts
Samples: Investor Rights Agreement (E Loan Inc), Registration Rights Agreement (E Loan Inc), Shareholder Rights Agreement (Rita Medical Systems Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders Investors of a majority of the Registrable Securities Conversion Shares then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities Conversion Shares of the Holders Investors that are included included; or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 3 contracts
Samples: Investor Rights and Lock Up Agreement (Nelson Daniel D), Investor Rights and Lock Up Agreement (Signing Day Sports, Inc.), Investor Rights and Lock Up Agreement
Limitations on Subsequent Registration Rights. 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 that (i) would allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) would allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Ra Pharmaceuticals, Inc.), Investors’ Rights Agreement (Ra Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingRequisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holder.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Fractyl Health, Inc.), Investors’ Rights Agreement (Fractyl Health, Inc.), Investors’ Rights Agreement (UroGen Pharma Ltd.)
Limitations on Subsequent Registration Rights. 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 outstandingHolders, enter into any agreement with any holder or prospective holder of any securities of the Company which that (a) would provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all Registrable Securities that they wish to so include or (b) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Dermavant Sciences LTD), Registration Rights Agreement (Urovant Sciences Ltd.), Investor Rights Agreement (Myovant Sciences Ltd.)
Limitations on Subsequent Registration Rights. 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, outstanding enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 3 contracts
Samples: Investors' Rights Agreement (Coupon Express, Inc.), Investors’ Rights Agreement (Coupon Express, Inc.), Investors' Rights Agreement (Psi Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority at least fifty percent (50%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) provide to such holder the right to include securities in any registration 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 they wish to so include; or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Denali Therapeutics Inc.), Investors’ Rights Agreement (Denali Therapeutics Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of holding a majority of the Preferred 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 (a) to include such securities in any registration filed under Section 1.3 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holdertheir securities.
Appears in 3 contracts
Samples: Ordinary Shares Purchase Agreement (monday.com Ltd.), Investors' Rights Agreement (monday.com Ltd.), Ordinary Shares Purchase Agreement (monday.com Ltd.)
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (MyoKardia Inc), Investors’ Rights Agreement (MyoKardia Inc), Investors’ Rights Agreement (CoLucid Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingRequired Holders, 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any Additional Investor who becomes a party to this Agreement in accordance with Section 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Allena Pharmaceuticals, Inc.), Investors’ Rights Agreement (Allena Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or subordinate the rights of the Holders hereunder, or (b) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Investors' Rights Agreement (FWHC Holdings, LLC), Investors' Rights Agreement (H-Cyte, Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingInitiating Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included included; or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (89bio, Inc.), Investors’ Rights Agreement
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.2.
Appears in 2 contracts
Samples: Investors Rights Agreement, Investors Rights Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)
Limitations on Subsequent Registration Rights. 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 outstandingInvestor, which consent shall not be unreasonably withheld, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders Investor that are included included; or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Investor Rights Agreement (Jones Soda Co), Investor Rights Agreement
Limitations on Subsequent Registration Rights. 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 outstandingheld by all Holders, 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of their securities; provided that this limitation shall not apply to any securities held by such holder or prospective holderadditional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Dimension Therapeutics, Inc.), Investors’ Rights Agreement (Dimension Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority at least sixty-six and two-thirds (66 2/3) of the Registrable Securities then outstanding, outstanding enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration 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 they wish to so include; or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Celsius Holdings, Inc.), Investors' Rights Agreement (Celsius Holdings, Inc.)
Limitations on Subsequent Registration Rights. 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 that would (i) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included included; or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Class D Preferred Unit Purchase Agreement (Learn SPAC HoldCo, Inc.), Investors’ Rights Agreement (Ikena Oncology, Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingRequisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Brightcove Inc)
Limitations on Subsequent Registration Rights. 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 that (i) would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included included; or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Amplify Snack Brands, INC), Registration Rights Agreement (Amplify Snack Brands, INC)
Limitations on Subsequent Registration Rights. 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 (a) to include such securities in any registration filed under Section 1.3 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 such its securities will not reduce the amount of the Registrable Securities of the Holders that are which is included or (b) to make a demand registration of any securities held by such holder or prospective holderregistration.
Appears in 2 contracts
Samples: Investor Rights Agreement (Montage Technology Group LTD), Investor Rights Agreement (Montage Technology Group LTD)
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.3 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to make a demand registration of any securities held by such holder or prospective holderregistration.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (CloudMinds Inc.), Investors’ Rights Agreement (Cloudminds Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingRequisite Holders, 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to initiate a demand registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Alector, Inc.), Registration Rights Agreement (Alector, Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingInvestor, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders Investor that are included or (b) to demand registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Cmark International Inc), Registration Rights Agreement (Cmark International Inc)
Limitations on Subsequent Registration Rights. 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 that (i) would provide to such holder the right to include securities in any registration, unless the inclusion of such securities is on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Investor Rights Agreement (AveXis, Inc.), Investor Rights Agreement (AveXis, Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingRequired Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Investor Registrable Securities of the Holders that are included or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Rapid7 Inc)
Limitations on Subsequent Registration Rights. 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 outstandingRequired Holders, 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 the right (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (M&m Media, Inc.), Investors’ Rights Agreement (M&m Media, Inc.)
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Acacia Communications, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of holding at least a majority of the then outstanding Registrable Securities then outstandingheld by all Holders (excluding any Key Holder Registrable Securities), 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 (a) to include any of such securities in any registration filed under Section 2.1 or Section 2.2 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holder.will
Appears in 2 contracts
Samples: Investors' Rights Agreement (ThredUp Inc.), Investors' Rights Agreement (ThredUp Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstandingSeries D Investors, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (ai) to include any of such securities in any registration unless filed under Article VI, 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 such securities will shall not reduce the amount number of shares of Capital Stock held by the Registrable Securities of the Holders Series D Investors that are included or included, (bii) to demand registration of any securities held by their securities, or (iii) which grants such holder holders or prospective holderholders additional registration rights not provided to the Series D Investors hereunder without granting such additional rights to the Series D Investors.
Appears in 2 contracts
Samples: Investors’ Rights and Stockholders Agreement (SelectQuote, Inc.), Investors’ Rights and Stockholders Agreement (SelectQuote, Inc.)
Limitations on Subsequent Registration Rights. 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, Requisite Investors 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Tremor Video Inc.), Investors’ Rights Agreement (Tremor Video Inc.)
Limitations on Subsequent Registration Rights. 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 that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Jumia Technologies AG)
Limitations on Subsequent Registration Rights. 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Olo Inc.), Investors’ Rights Agreement (Olo Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority at least sixty-five percent (65%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Akoya Biosciences, Inc.), Investors’ Rights Agreement (Akoya Biosciences, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority at least 66%% of the Registrable Securities then outstandingCommon Stock, 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 (ai) to include such securities in any registration unless unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration statement filed by the Company only to the extent that the inclusion of such securities will not reduce the amount number of the shares of Registrable Securities Common Stock of the Holders that are included or (bii) to initiate a demand for registration of any securities held by such holder or prospective holderholder during any period in which the Registration Statement relating to the Demand or Mandatory Shelf Registration is not effective.
Appears in 2 contracts
Samples: Registration Rights Agreement (Javelin Mortgage Investment Corp.), Registration Rights Agreement (Javelin Mortgage Investment Corp.)
Limitations on Subsequent Registration Rights. 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 (a) to include such securities in any registration filed under Sections 3.1 or 3.2 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 such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holderwhich is included.
Appears in 2 contracts
Samples: Stock Restriction and Registration Rights Agreement (Pinnacle Systems Inc), Asset Purchase Agreement (Pinnacle Systems Inc)
Limitations on Subsequent Registration Rights. 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 that (i) would provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement (Seres Therapeutics, Inc.), Investors’ Rights Agreement (Seres Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. 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 that would (a) provide to such holder the right to include securities in any registration 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 they wish to so include or (b) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (ACM Research, Inc.), Registration Rights Agreement (ACM Research, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority at least 70% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 5.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Arcadia Biosciences, Inc.), Investors’ Rights Agreement (Arcadia Biosciences, Inc.)
Limitations on Subsequent Registration Rights. From and 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 then outstandingoutstanding (excluding any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to this Section 2 have terminated in accordance with Section 2.14), enter into any agreement with any holder or prospective holder of any securities of the Company which would allow giving such holder or prospective holder (a) to include such securities in any registration unless under rights the terms of such agreement, which are senior to the registration rights granted to the Holders hereunder or would give such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) right to demand registration of any such holder’s securities held by such holder or prospective holderof the Company.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Zoom Video Communications, Inc.), Investors’ Rights Agreement (Zoom Video Communications, Inc.)
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 5.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Spring Street Partners Lp), Investors’ Rights Agreement (Diligent Board Member Services, Inc.)
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 4.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Varonis Systems Inc), Investors’ Rights Agreement (Varonis Systems Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of a majority at least sixty percent (60%) of the Registrable Securities then outstandingSecurities, enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities of the Company in any registration unless under statement upon terms which are the terms of such agreement, same or more favorable to such holder or prospective holder than the terms on which holders of Registrable Shares may include shares in such securities registration unless such inclusion will not result in any such registration only to the extent that the inclusion of such securities will not reduce the amount reduction of the Registrable Securities of included in such registration statement by the Holders that are included or (b) to make a demand registration of any securities held by which could result in such holder or prospective holderregistration statement being declared effective prior to the dates set forth in Section 2.1.
Appears in 2 contracts
Samples: Stockholders’ Agreement (Five9, Inc.), Stockholders’ Agreement (Five9, Inc.)
Limitations on Subsequent Registration Rights. 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 (a) to include such securities in any registration filed under Section 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 such his securities will not reduce the amount of the Registrable Securities of the Holders that are which is included or (b) to make a demand registration of any securities held by which could result in such holder or prospective holder.registration
Appears in 2 contracts
Samples: Investors' Rights Agreement (Nanogen Inc), Investors' Rights Agreement (Nanogen Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstandingPreferred Interest, 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 (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holder; provided, however, that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Zendesk, Inc.), Investors’ Rights Agreement (Zendesk, Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingShamrock, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to (a) to include such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.12 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 such his securities will not reduce the amount of the Registrable Securities of the Holders that are included which is included, or (b) to make a demand registration of any securities held by such holder or prospective holderregistration.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (RealD Inc.), Investors’ Rights Agreement (RealD Inc.)
Limitations on Subsequent Registration Rights. 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, voting together as a single class on an as-converted basis, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration 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 they wish to so include; or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (ZS Pharma, Inc.), Investors’ Rights Agreement (ZS Pharma, Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingOutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Shareholders Agreement (JIAYUAN.COM International LTD), Shareholders Agreement (JIAYUAN.COM International LTD)
Limitations on Subsequent Registration Rights. 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 outstandingRequisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company which that (1) would allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (b2) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (NeuroPace Inc), Investors’ Rights Agreement (NeuroPace Inc)
Limitations on Subsequent Registration Rights. 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 outstandingRequisite Holders, 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included included; or (bii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Cerecor Inc.), Investors' Rights Agreement (Cerecor Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingHolders, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (a) provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all Registrable Securities that they wish to so include or (b) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 2 contracts
Samples: Investor Rights Agreement (Myovant Sciences Ltd.), Investor Rights Agreement (Sumitomo Chemical Co., Ltd.)
Limitations on Subsequent Registration Rights. 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 that (i) would provide to such holder the right to include securities in any registration other than on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Cyteir Therapeutics, Inc.), Investors’ Rights Agreement (Cyteir Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. 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 perspective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2 or 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 such his or its securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holderwhich is included.
Appears in 2 contracts
Samples: Registration Rights Agreement (Xiox Corp), Stock Purchase Agreement (Xiox Corp)
Limitations on Subsequent Registration Rights. From and 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 then outstanding, held by all Holders (excluding for purposes of this Section 2.11 any Registrable Securities held by a Strategic Investor or a Competitor Transferee) 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 (a) to include any of such securities in any registration filed under Section 2.1, Section 2.2 or Section 2.3 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holdertheir securities.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Peloton Interactive, Inc.), Investors’ Rights Agreement (Peloton Interactive, Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingRequired Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which other than the Holders that would allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (b) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 1 contract
Samples: Subordinated Note and Warrant Purchase Agreement (CalAmp Corp.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders Investors, except where such consent is not required under the Amended Articles, in connection with an issuance of a majority of shares having rights, privileges and preferences in parity with or superior to the Registrable Securities then outstandingShares held by the Investors, 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 (a) to include such securities in any registration filed under Section 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 such securities will not reduce the amount of the Registrable Securities of the Qualified Holders that are included included; or (b) to demand registration of any securities held by such holder or prospective holdertheir securities.
Appears in 1 contract
Limitations on Subsequent Registration Rights. 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 outstandingInvestors, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority at least 60% of the Registrable Securities 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Decibel Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of 66-2/3% the Registrable Securities 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. 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 that would (i) provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement.
Appears in 1 contract
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder.; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 3.9
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority Investors holding 75% of the Registrable Securities then outstandingoutstanding and held by all Investors, 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder.
Appears in 1 contract
Samples: Investor Rights Agreement (Poniard Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. 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 outstandingProvidence Parties, 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders Stockholders that are included or (bii) to initiate a demand for registration of any securities Common Stock held by such holder or prospective holder.
Appears in 1 contract
Limitations on Subsequent Registration Rights. 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 that would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included included; or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 1 contract
Samples: Investor Rights Agreement (Braeburn Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. As of the date hereof, no other holder of any Common Stock or Derivative Securities has the right to register its securities. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority sixty percent (60%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Planet Technologies, Inc)
Limitations on Subsequent Registration Rights. 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 outstandingRequisite Holders, 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 (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 8.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Ellipse Technologies Inc)
Limitations on Subsequent Registration Rights. 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 that (i) would allow such holder or prospective holder (ai) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included included, or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 1 contract
Limitations on Subsequent Registration Rights. 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 that (i) would [provide to such holder the right to include securities in any registration 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 they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 1 contract
Samples: Investor's Rights Agreement (AeroGrow International, Inc.)
Limitations on Subsequent Registration Rights. 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 that (i) would allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
Appears in 1 contract
Limitations on Subsequent Registration Rights. 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 outstandingeach Investor, 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 (ai) to include such securities in any registration unless Registration unless, under the terms of such agreementagreement or arrangement, such holder or prospective holder may include such securities in any such registration Registration only to the extent that the inclusion of such securities will not reduce the amount number of the Registrable Securities of held by the Holders Investors that are to be included or (bii) to demand registration Registration of any securities held by such holder or prospective holder.
Appears in 1 contract
Samples: Registration Rights Agreement (Diamond S Shipping Group, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority at least 75% of the Registrable Securities Shares then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) allow such holder or prospective holder (a) to include such securities in any registration 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 such securities will not reduce the amount number of the Registrable Securities Shares of the Holders that are included included; or (bii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that the limitation in clause (i) shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 3.4.
Appears in 1 contract
Samples: Registration Rights Agreement (Eviation Aircraft Ltd.)
