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 two-thirds (2/3) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty (180) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof.
Appears in 3 contracts
Samples: Registration Rights Agreement (Accentia Biopharmaceuticals Inc), Registration Rights Agreement (Accentia Biopharmaceuticals Inc), Registration Rights Agreement (Accentia Biopharmaceuticals 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 3 contracts
Samples: Rights Agreement (Opower, Inc.), Investors’ Rights Agreement (ReachLocal Inc), Investors’ Rights Agreement (Bakbone Software 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders which is included, that are included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 3 contracts
Samples: Rights Agreement, Investors’ Rights Agreement (Techpoint, Inc.), ’s Rights Agreement (Fulgent Genetics, 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Arcus Biosciences, Inc.), Voting Agreement (WhiteSmoke, Inc.), Rights Agreement (BrightSource Energy Inc)
Limitations on Subsequent Registration Rights. From and after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow permit such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.1 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.1.
Appears in 3 contracts
Samples: Investors' Rights Agreement (Rightnow Technologies Inc), Investors' Rights Agreement (Rightnow Technologies Inc), ' Rights Agreement (Rightnow 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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 7.02(a) hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders Holder which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the date set forth in Section 7.02(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.02(a).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cell Therapeutics Inc), Stock Purchase Agreement (Cell 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 1.2,1.3 or 1.3 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty (180) 120 days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Anacor Pharmaceuticals Inc), Investors' Rights Agreement (Anacor 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 two-thirds (2/3) a majority of the Registrable Securities then outstandingSeries B Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Series B Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 1.2, or 1.3 hereof(c) to request a registration on Form S-3.
Appears in 2 contracts
Samples: Investors' Rights Agreement (M Wise Inc), Investors' Rights Agreement (M Wise 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 two-thirds (2/3) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Rights Agreement (Surgiquest Inc), Rights Agreement (Surgiquest 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 6.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 6.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof6.2.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Cove Hill Consulting Inc), Warrant Purchase Agreement (Cove Hill Consulting 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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company Corporation which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective before the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Investor Rights Agreement (KonaRed Corp), Investor Rights Agreement (Willsey Gregory Thomas)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (WhiteSmoke, Inc.), Investors’ Rights Agreement (WhiteSmoke, 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereofSection 1.3, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its the securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 180 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Smartsheet Inc), Investors’ Rights Agreement (Smartsheet 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 two-thirds (2/3) 75% of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ubiquitel Inc), Registration Rights Agreement (Ubiquitel 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereofhereunder, 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 its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereofthis Agreement.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Bestnet Communications Corp), Note Purchase Agreement (Bestnet Communications Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 5(a) hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such Holder's securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof5(a).
Appears in 2 contracts
Samples: Stockholders' Agreement (Olivetti International Sa), Stockholders' Agreement (Autotote Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (66 and 2/3) % of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 or 1.3 hereof1.2, 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 its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Tintri, Inc.), Investors’ Rights Agreement (Tintri, 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 two-thirds (2/3) of the Registrable Securities then outstandingStockholder, enter into any agreement with any holder stockholder or prospective holder stockholder of any securities of the Company which would allow such holder stockholder or prospective holder stockholder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder stockholder or prospective holder stockholder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders Stockholder which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Registration and Stockholder Rights Agreement (Ixys Corp /De/), Registration and Stockholder Rights Agreement (Abb Asea Brown Boveri LTD)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of at least two-thirds (2/3) of the Registrable Securities then outstandingHolders, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof7.01, 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 its securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the effectiveness of the first registration statement effected under Section 7.01 or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.01.
Appears in 2 contracts
Samples: Shareholder Agreement (Jotan Inc), Priority Shareholder Agreement (Jotan 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 two-thirds (2/3) of the Holders, so long as they own any outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the date set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Registration Rights Agreement (Skechers Usa Inc), Registration Rights Agreement (Skechers Usa 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 or 1.3 2.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Artes Medical Inc), Investors’ Rights Agreement (Artes Medical 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 two-thirds (2/3) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereofthis Schedule 1, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his, her, or its securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.
Appears in 2 contracts
Samples: Investor Rights Agreement (Caissa Sega Tourism Culture Development Group Co., Ltd.), Investor Rights Agreement (JD.com, 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 two-thirds (2/3) 60% of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 1.12.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Aclaris Therapeutics, Inc.), Investors’ Rights Agreement (Aclaris 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders which is included, that are included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the date set forth in Section 2.1(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.1.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Arcadia Biosciences, Inc.), Investors’ Rights Agreement (Arcadia Biosciences, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within prior to the earlier of the date set forth in subsection 1.2(a) or one hundred eighty twenty (180120) days of following the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Registration Rights Agreement (Dupont Direct Financial Holdings Inc), Registration Rights Agreement (Cove Hill Consulting 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 two66-thirds (2/3) % of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (2U, Inc.), Investors’ Rights Agreement (2U, 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 two-thirds (2/3) 50.01% of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 1.2, 1.3 or 1.3 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (PagerDuty, Inc.), Investors’ Rights Agreement (PagerDuty, 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 two-thirds (2/3) 66% of the Registrable Securities then outstandingThen Outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereofthis Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.2.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (PRT Group Inc), Common Stock and Warrant Purchase Agreement (PRT 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 holding at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (10x Genomics, Inc.), Investors’ Rights Agreement (10X Genomics, 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Airgain Inc), Investors’ Rights Agreement (Airgain Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, hereof unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which could that would result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.3(a) or within one hundred eighty (180) 120 days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.3.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Vital Therapies Inc), Investors’ Rights Agreement (Vital 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 at least two-thirds (2/3) 60% of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 1.2, 1.3 or 1.3 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 2 contracts
Samples: Rights Agreement (Mobile Iron, Inc.), Rights Agreement (Mobile Iron, 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof.1.2
Appears in 1 contract
Samples: Rights Agreement (Motive 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 two-thirds (2/3) a Majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, 3 hereof 11 12 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 its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could should result in such registration statement being declared effective within one hundred eighty twenty (180120) days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof3.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the date set forth in subsection 1.2(a) hereof or within one hundred eighty (180) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof.
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 at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, outstanding enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 1 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make participate in a demand registration which that could result in such registration statement being declared effective prior to the earlier of either of the applicable dates set forth in this Section 1 or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof7.01, 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 its securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the effectiveness of the first registration statement effected under Section 7.01 or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.01.
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 at least two-thirds (2/3) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which that could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) 60% of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.3 or within one hundred eighty (180) 120 days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.3.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or subject to Section 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Telegent 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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or Section 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such holder's securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 7.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 7.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to (a) to include require that the Company register any securities held by such securities in any registration filed under Section 1.2 or 1.3 hereof, holder 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 its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 6.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof6.2.
Appears in 1 contract
Samples: Stock Purchase Agreement (Maxwell 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 at least two-thirds (2/3) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, hereof unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could should result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration prior to the date which could result in such registration statement being declared effective within is one hundred eighty (180) days of after the effective date of the Company's initial public offering of any registration effected pursuant to Section 1.2 or 1.3 hereofof its securities.
Appears in 1 contract
Samples: Investors' Rights Agreement (Excaliber Enterprises, Ltd.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds sixty percent (2/360%) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.5 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 2.5 or within one hundred eighty (180) 120 days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.5.
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 at least two-thirds (2/3) of the Registrable Securities then outstandingRequisite Series D Holders, enter into any agreement other than this Agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 2.1, 2.2 or 1.3 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of the third anniversary of the Closing Date or within one hundred eighty (180) days of the effective date Effective Date of any registration Registration effected pursuant to Section 1.2 or 1.3 hereof.2.1
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 at least two-thirds (2/3) of the Registrable Securities then outstandingGroup, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration Registration Statement filed under Section 1.2 or 1.3 pursuant to the terms hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount number of the Registrable Securities Group Shares of the Holders which is that are included, or (b) to make have his securities registered on a demand registration which could result in such registration statement being that could be declared effective prior to, or within one hundred eighty (180) 180 days of of, the effective date of any registration effected Registration Statement filed pursuant to Section 1.2 or 1.3 hereofthis Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (FBR Capital Markets Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds more than fifty percent (2/350%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder to (a) to include such securities in any registration filed under Section 1.2 2.1 or 1.3 hereof2.2, unless under the terms of such agreement, agreement such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty (180) prior to 180 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.1.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this AgreementEffective Date, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 Sections 2.2, 2.3, and 2.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is are included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 2.2(a), or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.a.ii(2) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.
Appears in 1 contract
Samples: Agreement (Spectrx Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 or 1.3 2.1 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 2.1 or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.1.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or Section 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such holder’s securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty (180) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereofthis Section, 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 its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of after the effective date of any registration effected pursuant to this Section 1.2 or 1.3 hereof1.
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 at least two-thirds (2/3) of the Registrable Securities then outstandingOrganic Holdings, Inc. and Omnicom enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 1 contract
Samples: Rights Agreement (Organic 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) of the Registrable Securities then outstandingIntuit, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 1.2, 1.3 or 1.3 1.5 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders Intuit which is included, or (b) to make a demand registration which could result in such registration statement being declared effective (i) during the effectiveness of any registration statement effected pursuant to Section 1.2, or (ii) within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 1 contract
Samples: Registration Rights Agreement (Checkfree Corp \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 holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.1(a) hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty ninety (18090) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.1.
Appears in 1 contract
Samples: Recapitalization Agreement and Plan of Merger (Corecomm LTD)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty ninety (18090) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 1 contract
Samples: Wageworks (Wageworks, 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 at least two-thirds (2/3) of the Registrable Securities then outstanding, not enter into any agreement with granting any holder or prospective holder of any securities of the Company which registration rights with respect to such securities that would allow such holder or prospective holder to (a) to include such securities in any registration filed under Section 1.2 or 1.3 2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders Investors which is included, or (b) to make a demand requested registration which could result in such registration statement being declared effective prior to the date set forth in Section 2(a)(i) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof.any
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 at least two-thirds (2/3) of the Registrable Securities then outstandingInvestors, enter into any agreement with any holder or prospective holder of any securities Registrable Securities of the Company which would allow such holder or prospective holder (a) to include such securities Registrable Securities in any registration filed under Section 1.2 2 or 1.3 hereofSection 3 of this Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities Registrable Securities in any such registration only to the extent that the inclusion of its securities his Registrable Securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2 of this Agreement.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) of the Registrable Securities then outstandingInitiating Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which would take effect prior to the repayment of the Note and would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 7.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders olders thereof which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to or within one hundred eighty ninety (18090) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.3.
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 at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, ; or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 this Article 1 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his, her, or its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the date set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Qunar Cayman Islands Ltd.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.2.
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 at least two-thirds (2/3) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From Except for the registration rights under the Loan Warrant Agreement, from and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of at least two-thirds (2/3) of the Registrable Securities then outstandingPurchasers, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof7.01, 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 its securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the effectiveness of the first registration statement effected under Section 7.01 or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.01.
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 at least two-thirds (2/3) of the Registrable Securities then outstandingHolder, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders Holder which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.1 hereof, unless under the terms of such agreement, agreement such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of the dates set forth in subsection 2.1(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.1.
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 at least two-thirds (2/3) a majority of the then outstanding Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such holder's securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 1 contract
Samples: Registration Rights Agreement (Treaty Oak Bancorp Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.01 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the date set forth in subsection 2.01(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.01 and for which a demand was made on the Company prior to the demand of such other securityholder.
Appears in 1 contract
Samples: Weblink Wireless 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any 13 13 registration filed under Section 1.2 or 1.3 2.1(b) hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty ninety (18090) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.1(b).
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section Sections 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of the date set forth in subsection 1.2(a) or within one hundred eighty (180) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 1 contract
Samples: Star Telecommunications 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities his Securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 Sections 1.4 or 1.3 hereof1.5, 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 its such securities will shall not reduce the amount number of the Registrable Securities of the Holders which is included, are included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of the date set forth in Section 1.4(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 Sections 1.4 or 1.3 hereof1.5.
Appears in 1 contract
Samples: Adoption Agreement (Lpath, 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 two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 2.2(a)(i), (ii), (iii) or (iv), or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.2.
Appears in 1 contract
Samples: 3do Company Fourth Shareholders' Rights Agreement (3do 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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof1.3, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders which is included, that are included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.1.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such holder’s securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the date set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.2(a) or within one hundred eighty (180) 180 days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 1 contract
Samples: Investor Rights Agreement (Bayhill 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 two-thirds (2/3) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereofthis Schedule 1, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his, her, or its securities will not reduce the amount of the Registrable Securities of the Holders which is are included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.
Appears in 1 contract
Samples: Investor Rights Agreement (BHR Winwood Investment Management LTD)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such holder’s securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty (180) prior to 180 days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereofsubsection 1.2(a).
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection l.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Intarcia 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 two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 1.2-1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.
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 at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 7.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such holder's securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 7.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.2.
Appears in 1 contract
Samples: Stock Purchase Agreement (Applied Molecular Evolution Inc)
