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 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 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 outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (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; include or (ii) 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 Subsection 6.9.
Appears in 7 contracts
Samples: Rights Agreement (Sigilon Therapeutics, Inc.), Rights Agreement (Sigilon Therapeutics, Inc.), Adoption 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 that would allow such holder or prospective holder (i) would provide to such holder the right to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection 6.9.
Appears in 7 contracts
Samples: Investors’ Rights Agreement (Seer, Inc.), Investors’ Rights Agreement (Seer, Inc.), Investors’ Rights Agreement (Seer, 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 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 (i) 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 number of the Registrable Securities of the Holders that are included, or (ii) 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 6.9Section 5.9.
Appears in 6 contracts
Samples: Investors’ Rights Agreement (Cortendo AB), Investors’ Rights 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 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; include or (ii) 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 Subsection 6.9.
Appears in 6 contracts
Samples: Investor Rights Agreement (Lucira Health, Inc.), And Developments Agreement, Purchase 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 that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 5 contracts
Samples: Investors’ Rights Agreement (ArriVent Biopharma, Inc.), Investors’ Rights Agreement (CARGO Therapeutics, Inc.), Investors’ Rights Agreement (CARGO 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 shares of Preferred Stock then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would provide to allow such holder the right or prospective holder (i) to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection 6.9.
Appears in 5 contracts
Samples: Investors’ Rights Agreement (Winc, Inc.), Investors’ Rights Agreement (Winc, Inc.), Investors’ Rights Agreement (Winc, 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 that would (i) would 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 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 who 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 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 (i) to initiate a 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 number of the Registrable Securities of the Holders that are included or (ii) to 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 Section 6.9.
Appears in 5 contracts
Samples: 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 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; include or (ii) 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 Subsection 6.9.
Appears in 4 contracts
Samples: Investors’ Rights Agreement, Joinder Agreement (Kaleido Biosciences, Inc.), Investors’ Rights Agreement (Rubius 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 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 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; include or (ii) 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 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 of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would 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 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 who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Gemini Therapeutics, Inc. /DE), Investors’ Rights Agreement (Aerovate Therapeutics, Inc.), Investors’ Rights Agreement (Galecto 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 outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company 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 (i) to initiate a 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 number of the Registrable Securities of the Holders that are included or (ii) to 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 who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Septerna, Inc.), Investors’ Rights Agreement (Septerna, Inc.), Investors’ Rights Agreement (Rapport 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 that (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection 6.9.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Poseida Therapeutics, Inc.), Investors’ Rights Agreement (Poseida Therapeutics, Inc.), Investors’ Rights Agreement (Poseida 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 that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Upstream Bio, Inc.), Investors’ Rights Agreement (Candel Therapeutics, Inc.), Investors’ Rights Agreement (Talaris 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 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 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: 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 Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) would provide to such holder the right to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included, or (ii) 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 Subsection 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Backblaze, Inc.), Investors’ Rights Agreement (Backblaze, Inc.), Investors’ Rights Agreement (Avedro 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 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; include or (ii) 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 Subsection 6.9.
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 AgreementClosing Date, 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 that (ia) 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; include or (iib) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to any additional Investor Holder who becomes a party to this Agreement in accordance with Subsection 6.9Section 7.10.
Appears in 3 contracts
Samples: Stockholder and Registration Rights Agreement (SAB Biotherapeutics, Inc.), Stockholder and Registration Rights Agreement (Big Cypress Acquisition Corp.), Agreement and Plan of Merger (Big Cypress Acquisition 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 outstandingRequired Holders, enter into any agreement with any holder or prospective holder of any securities of the Company 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 (i) to initiate a 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 number of the Registrable Securities of the Holders that are included or (ii) to demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 3 contracts
Samples: 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 at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (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 (i) to initiate a 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 number of the Registrable Securities of the Holders that are included or (ii) to 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 Section 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Wayfair Inc.), Investors’ Rights Agreement (Wayfair Inc.), Investors’ Rights Agreement (Wayfair 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 that would (ia) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included or (iib) 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 Subsection Section 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Prometheus Biosciences, Inc.), Investors’ Rights Agreement (Prometheus Biosciences, Inc.), ’ Rights Agreement (Zentalis 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 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 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 Section 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Caribou Biosciences, Inc.), Investors’ Rights Agreement (Caribou Biosciences, Inc.), Investors’ Rights Agreement (Gritstone 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 at least 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 that would (i) would 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 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 who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Mineralys Therapeutics, Inc.), Investors’ Rights Agreement (Mineralys Therapeutics, Inc.), Investors’ Rights Agreement (Mineralys 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 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; include or (ii) 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 Subsection 6.9Section 6.10.
Appears in 3 contracts
Samples: Rights Agreement (Invitae Corp), Rights Agreement (Invitae Corp), Investors’ Rights Agreement (Invitae 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 outstandingoutstanding and held by the Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (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; include or (ii) 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 Subsection 6.9.
Appears in 3 contracts
Samples: Adoption Agreement, Adoption Agreement (Rhythm Pharmaceuticals, Inc.), Adoption Agreement (Rhythm 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 that allow such holder or prospective holder (i) would provide to such holder the right to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection Section 6.9.
Appears in 3 contracts
Samples: Investor Rights Agreement (Arteris, Inc.), Investor Rights Agreement (ArcherDX, Inc.), Investor Rights Agreement (ArcherDX, 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 that (i) would 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 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 Additional Purchaser who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co)
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 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 that would (i) would 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; include or (ii) 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 Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Gain Therapeutics, Inc.), Investors’ Rights Agreement (Gain Therapeutics, Inc.), Investors’ Rights Agreement (Gain 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 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 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 who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (SEMrush Holdings, Inc.), Investors’ Rights Agreement (SEMrush 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 at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) would provide to such holder the right to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Editas Medicine, Inc.), Investors’ Rights Agreement (Editas Medicine, 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 that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included or (ii) 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 Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Eleven Biotherapeutics, Inc.), Investors’ Rights Agreement (Eleven Biotherapeutics, 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 that would (i) would 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 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 who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Rights Agreement (Gryphon Online Safety, Inc.), Investor Rights Agreement (Gryphon Online Safety, 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 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; include or (ii) 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 Subsection 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 of the Registrable Securities then outstandingRequisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company 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 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 (Harpoon Therapeutics, Inc.), Investors’ Rights Agreement (Harpoon 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 that would (i) would 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; include or (ii) 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 Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Alumis Inc.), Adoption Agreement (Ondas 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 outstandingPreferred Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that allow such holder or prospective holder (i) would provide to such holder the right to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Revolution Medicines, Inc.), Investors’ Rights Agreement (Revolution Medicines, 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 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 (i) 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 number of the Registrable Securities of the Holders that are included or (ii) 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 (SeqLL, Inc.), Investors’ Rights Agreement (SeqLL, 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 that would (i) would provide to allow such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the Registrable Securities or on a subordinate basis after all Holders have had extent that the opportunity to include in inclusion of such securities will not reduce the registration and offering all shares number of Registrable Securities of the Holders that they wish to so include; are included or (ii) 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 Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (RayzeBio, Inc.), Investors’ Rights Agreement (RayzeBio, 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, which consent shall not be unreasonably withheld, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 Investor that they wish to so includeare included; or (ii) 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 Subsection 6.9.
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 outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Scholar Rock Holding Corp), Investors’ Rights Agreement (Scholar Rock Holding 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 that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9Section 6.8.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Energy Exploration Technologies, Inc.), Investors’ Rights Agreement (Energy Exploration 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 that would allow such holder or prospective holder (i) would provide to such holder the right to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Lantern Pharma Inc.), Investors’ Rights Agreement (Lantern 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 outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company 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 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 Shareholder who becomes a party to this Agreement in accordance with Subsection 6.9Agreement.
Appears in 2 contracts
Samples: Relationship Agreement (Agendia N.V.), Relationship Agreement (Agendia N.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 that (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Weave Communications, Inc.), Investors’ Rights Agreement (Weave 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 at least a majority of the Registrable Securities shares of Preferred Stock then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company 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 (i) to initiate a 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 number of the Registrable Securities of the Holders that are included, or (ii) to 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 Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Yext, Inc.), Investors’ Rights Agreement (Yext, 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 that (i) would provide to allow such holder the right or prospective holder (i) to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Casper Sleep Inc.), Investors’ Rights Agreement (Casper Sleep 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 Preferred Stock then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would 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 to the Holders 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 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 who that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Prime Medicine, Inc.), Investors’ Rights Agreement (Prime Medicine, 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 60% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included or (ii) 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 Subsection 6.9Section 7.9.
Appears in 2 contracts
Samples: Rights Agreement (Allbirds, Inc.), Rights Agreement (Allbirds, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this AgreementClosing Date, 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 that (ia) 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; include or (iib) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to any additional Investor Holder who becomes a party to this Agreement in accordance with Subsection 6.9Section 6.10.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Osprey Technology Acquisition Corp.), Registration Rights Agreement (Osprey Technology Acquisition 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, outstanding enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) would provide to such holder the right to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Passage BIO, Inc.), Investors’ Rights Agreement (Passage BIO, 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 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 (i) 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 number of the Registrable Securities of the Holders that are included or (ii) 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 Additional Purchaser that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: ’ Rights Agreement (Cloudflare, Inc.), ’ Rights Agreement (Cloudflare, 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 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; include or (ii) 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 Subsection 6.9.
Appears in 2 contracts
Samples: 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 at least 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 that would (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; include or (ii) 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 Subsection 6.9.Subsection
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Root, Inc.), Investors’ Rights Agreement (Root Stockholdings, 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 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 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 who that becomes a party to this Agreement in accordance with Subsection 6.96.10.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Oncorus, Inc.), Investors’ Rights Agreement (Oncorus, 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 Requisite Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) would provide to such holder the right to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included or (ii) 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 Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Dyne Therapeutics, Inc.), Investors’ Rights Agreement (Generation Bio Co.)
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 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 the right (i) to initiate a 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 number of the Registrable Securities of the Holders that are included or (ii) to 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 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 that (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) allow allows 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 Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (IMARA Inc.), Investors’ Rights Agreement (IMARA 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 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 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 6.96.9 (Additional Investors).
Appears in 2 contracts
Samples: Certain Affinity Investors’ Rights Agreement, Restricted Stock Purchase 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 outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company 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 to (i) 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 number of the Registrable Securities of the Holders that are included; or (ii) 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 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 not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) would provide to such holder the right to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.97.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Grail, Inc.), Investors’ Rights Agreement (Grail, 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 Shares then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) would provide to such holder the right to include such securities in any registration on other than either a pro rata basis with respect 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 number of the Registrable Securities or on a subordinate basis after all Shares of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; are included or (ii) 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 Subsection 6.9pursuant to Section 6.1.
Appears in 2 contracts
Samples: Investor Rights Agreement (Ocular Therapeutix, Inc), Investor Rights Agreement (Ocular Therapeutix, 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 that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection Section 6.9.
Appears in 2 contracts
Samples: Stockholders Agreement (Erasca, Inc.), Stockholders Agreement (Erasca, 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 that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included or (ii) 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 Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (AbSci Corp), Investors’ Rights Agreement (AbSci 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 outstandingRequired Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the Registrable Securities or on a subordinate basis after all Holders have had extent that the opportunity to include in inclusion of such securities will not reduce the registration and offering all shares number of the Investor Registrable Securities that they wish to so include; are included or (ii) 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 Subsection Section 6.9.
Appears in 2 contracts
Samples: 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 outstandingInvestor Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Praxis Precision Medicines, Inc.), Rights Agreement (Praxis Precision Medicines, 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 that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection Section 6.9.
Appears in 2 contracts
Samples: Investor Rights Agreement (Eleison Pharmaceuticals Inc), Investor Rights Agreement (Eleison 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 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; include or (ii) 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 Subsection Section 6.9.
Appears in 2 contracts
Samples: Rights Agreement, Investor Rights Agreement (Gigamon 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 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 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 initiate a 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 number of the Registrable Securities of the Holders that are included or (b) to demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 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 outstandingRequisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (CytomX Therapeutics, Inc.), Investors’ Rights Agreement (CytomX 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 that (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included or (ii) 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 Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Karuna Therapeutics, Inc.), Investors’ Rights Agreement (Karuna 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 in interest of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company 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 (i) to initiate a 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 number of the Registrable Securities of the Holders that are included or (ii) to 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 Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Magenta Therapeutics, Inc.), Investors’ Rights Agreement (Magenta 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 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 (i) 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 number of the Registrable Securities of the Holders that are included; or (ii) 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 6.95.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Eidos Therapeutics, Inc.), Investors’ Rights Agreement (Eidos 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 Stockholders of a majority at least seventy-five percent (75%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company 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 Stockholders 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 to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to any additional Investor Stockholder who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Finch Therapeutics Group, Inc.), Preferred Stock Purchase Agreement (Finch Therapeutics 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 of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (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; include or (ii) 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 Subsection 6.9pursuant to a Deed of Adherence.
Appears in 2 contracts
Samples: Shareholders’ Agreement (General Atlantic, L.P.), Shareholders’ Agreement (Baker Bros. Advisors Lp)
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 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; include or (ii) 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 Subsection 6.9Section 5.9.
Appears in 2 contracts
Samples: Rights Agreement (Arcadia Biosciences, Inc.), 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 a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (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 (i) 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 number of the Registrable Securities of the Holders that are included or (ii) 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 6.9Section 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 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 that would (i) would 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; include or (ii) 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 Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Applied Therapeutics Inc.), Investors’ Rights Agreement (Applied 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 (excluding any shares of Series E-2 Preferred Stock and Series F-2 Preferred Stock then outstanding), enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would provide to allow such holder the right or prospective holder to include such 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; include or (ii) would 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 Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Flywire Corp), Investors’ Rights Agreement (Flywire 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 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; include or (ii) 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 Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Opgen Inc), Investors’ Rights Agreement (Opgen 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 that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included or (ii) 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 Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Verve Therapeutics, Inc.), Investors’ Rights Agreement (Ncino, 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 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 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 6.9Section 6.10.
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 outstandingoutstanding shares of Preferred Stock, excluding Amex and its BHCA Transferees, consenting 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 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 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 who that becomes a party to this Agreement in accordance with Subsection 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 that would (i) would 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 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 who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Taysha Gene Therapies, 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 that would (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; include or (ii) 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 Subsection 6.9Agreement.
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 that would (i) would 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 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 1 contract
Samples: Investors’ Rights Agreement (Black Diamond Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company Corporation 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 Corporation that would allow such holder or prospective holder (i) would provide to such holder the right to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included or (ii) 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 set forth in this limitation Section 13 shall not apply to prohibit any additional Investor who becomes from becoming a party to this Agreement in accordance with Subsection 6.9Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Bright Health 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 of the Registrable Securities then outstandingRequisite Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included, or (ii) 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 Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Entrada 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 outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Ventyx 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 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 that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Werewolf 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 that (i) would provide to allow such holder the right to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so includeare included; or (ii) 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 Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Olema 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 at least sixty-one percent (61%) of the Registrable Securities then outstanding, outstanding enter into any agreement with any holder or prospective holder of any securities of the Company 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; include or (ii) 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 Subsection 6.9.”
Appears in 1 contract
Samples: Investors’ Rights Agreement (Surface 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 outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would 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; include or (ii) 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 Registrable Securities acquired by any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Omega 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 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 (i) to include such securities in any registration unless, under the terms of such agreement, such securities are included in such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included, or (ii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply (a) to any additional Investor who becomes a party to this Agreement in accordance with Subsection 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 50% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would 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 units of Registrable Securities that they wish to so include; include or (ii) 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 Registrable Securities acquired by any additional Investor who that becomes a party to this Agreement in accordance with Subsection 6.9.Section 4.9.
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Samples: 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 that would (i) would 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 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 who that becomes a party to this Agreement in accordance with Subsection 6.9.
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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 that would (i) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included, or (ii) 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 or another of the Investor Rights Agreements in accordance with Subsection 6.97.9 hereof or thereof, respectively.
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 that (ia) would provide to allow such holder the right or prospective holder to include such securities in any registration on other than either a pro rata basis with respect 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 number of 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 shares of Registrable Securities that they wish to so include; are included or (iic) 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 Subsection Section 6.9.
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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 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 (i) 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 number of the Registrable Securities of the Holders that are included, or (ii) 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 6.94.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Adaptimmune Therapeutics PLC)
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 that (i) would 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; include or (ii) 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 Subsection 6.9after the date hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Apogee Therapeutics, Inc.)
