Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Gemini Therapeutics, Inc. /DE), Investors’ Rights Agreement (Aerovate Therapeutics, Inc.), Investors’ Rights Agreement (Galecto Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Caribou Biosciences, Inc.), Investors’ Rights Agreement (Caribou Biosciences, Inc.), Investors’ Rights Agreement (Gritstone Oncology, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of fifty percent (50%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Gain Therapeutics, Inc.), Investors’ Rights Agreement (Gain Therapeutics, Inc.), Investors’ Rights Agreement (Gain Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right (i) to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; are included, or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Backblaze, Inc.), Investors’ Rights Agreement (Backblaze, Inc.), Investors’ Rights Agreement (Avedro Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that Additional Purchaser who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right (i) to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 3 contracts
Samples: Investor Rights Agreement (Arteris, Inc.), Investor Rights Agreement (ArcherDX, Inc.), Investor Rights Agreement (ArcherDX, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9Section 6.10.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Invitae Corp), Investors’ Rights Agreement (Invitae Corp), Investors’ Rights Agreement (Invitae Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders of a majority of the Registrable Securities then outstanding and held by the Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Rhythm Pharmaceuticals, Inc.), Investors’ Rights Agreement (Rhythm Pharmaceuticals, 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 Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (a) would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (iib) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to Registrable Securities acquired by any additional Investor that Holder who becomes a party to this Agreement in accordance with Subsection 6.9Section 7.10.
Appears in 3 contracts
Samples: Stockholder and Registration Rights Agreement (SAB Biotherapeutics, Inc.), Stockholder and Registration Rights Agreement (Big Cypress Acquisition Corp.), Merger Agreement (Big Cypress Acquisition Corp.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Stockholders Agreement (Erasca, Inc.), Stockholders Agreement (Erasca, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; are included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (AbSci Corp), Investors’ Rights Agreement (AbSci Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors' Rights Agreement (SEMrush Holdings, Inc.), Investors’ Rights Agreement (SEMrush Holdings, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Opgen Inc), Investors’ Rights Agreement (Opgen Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders, Holders enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right (i) to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; are included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Dyne Therapeutics, Inc.), Investors’ Rights Agreement (Generation Bio Co.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that Shareholder who becomes a party to this Agreement in accordance with Subsection 6.9Agreement.
Appears in 2 contracts
Samples: Relationship Agreement (Agendia N.V.), Relationship Agreement (Agendia N.V.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the Registrable Securities or on a subordinate basis after all Holders have had extent that the opportunity to include in inclusion of such securities will not reduce the registration and offering all shares number of Registrable Securities of the Holders that they wish to so include; are included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (RayzeBio, Inc.), Investors’ Rights Agreement (RayzeBio, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of at least a majority of the Preferred Stock then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis to the Holders after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Prime Medicine, Inc.), Investors’ Rights Agreement (Prime Medicine, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Shares then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right (i) to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all Shares of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; are included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9pursuant to Section 6.1.
Appears in 2 contracts
Samples: Investor Rights Agreement (Ocular Therapeutix, Inc), Investor Rights Agreement (Ocular Therapeutix, Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Weave Communications, Inc.), Investors’ Rights Agreement (Weave Communications, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersInvestors, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Harpoon Therapeutics, Inc.), Investors’ Rights Agreement (Harpoon Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Scholar Rock Holding Corp), Investors’ Rights Agreement (Scholar Rock Holding Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.96.10.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Oncorus, Inc.), Investors’ Rights Agreement (Oncorus, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.95.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Eidos Therapeutics, Inc.), Investors’ Rights Agreement (Eidos Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.96.9 (Additional Investors).
Appears in 2 contracts
Samples: Investors' Rights Agreement, Series a Preferred Stock Purchase Agreement
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Applied Therapeutics Inc.), Investors’ Rights Agreement (Applied Therapeutics Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersInvestor Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Praxis Precision Medicines, Inc.), Investors’ Rights Agreement (Praxis Precision Medicines, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersPreferred Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right (i) to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Revolution Medicines, Inc.), Investors’ Rights Agreement (Revolution Medicines, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding (excluding any shares of Series E-2 Preferred Stock and Series F-2 Preferred Stock then outstanding), enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to would allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) would allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Flywire Corp), Investors’ Rights Agreement (Flywire Corp)
Limitations on Subsequent Registration Rights. From and after the date of this AgreementClosing Date, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (a) would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (iib) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to Registrable Securities acquired by any additional Investor that Holder who becomes a party to this Agreement in accordance with Subsection 6.9Section 6.10.
Appears in 2 contracts
Samples: Registration Rights Agreement (Osprey Technology Acquisition Corp.), Merger Agreement (Osprey Technology Acquisition Corp.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; are included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Eleven Biotherapeutics, Inc.), Investors’ Rights Agreement (Eleven Biotherapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included or (ii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (SeqLL, Inc.), Investors’ Rights Agreement (SeqLL, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9pursuant to a Deed of Adherence.
Appears in 2 contracts
Samples: Shareholder Agreement (General Atlantic, L.P.), Shareholder Agreement (Baker Bros. Advisors Lp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; , or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investor Rights Agreement (Gryphon Online Safety, Inc.), Investor Rights Agreement (Gryphon Online Safety, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Eleison Pharmaceuticals Inc), Investors’ Rights Agreement (Eleison Pharmaceuticals Inc)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Gigamon LLC)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included or (ii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor Additional Purchaser that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Cloudflare, Inc.), Investors’ Rights Agreement (Cloudflare, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersStockholders of at least seventy-five percent (75%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders Stockholders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; , or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to Registrable Securities acquired by any additional Investor that Stockholder who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Stockholders Agreement (Finch Therapeutics Group, Inc.), Stockholders Agreement (Finch Therapeutics Group, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersInvestors, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to would allow such holder or prospective holder the right (i) to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Casper Sleep Inc.), Investors’ Rights Agreement (Casper Sleep Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders, Holders of at least a majority of the Registrable Securities then outstanding enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.Subsection
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Root, Inc.), Investors’ Rights Agreement (Root Stockholdings, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersInvestors, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; are included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided provided, however, that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (CytomX Therapeutics, Inc.), Investors’ Rights Agreement (CytomX Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders, Holders of a majority of Registrable Securities then outstanding enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right (i) to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Passage BIO, Inc.), Investors’ Rights Agreement (Passage BIO, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right (i) to include securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (ServiceTitan, Inc.), Investors’ Rights Agreement (ServiceTitan, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; are included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Karuna Therapeutics, Inc.), Investors’ Rights Agreement (Karuna Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Alumis Inc.), Preferred Stock Purchase Agreement (Ondas Holdings Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders (as defined in the Certificate of Incorporation), enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Monte Rosa 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 Requisite HoldersMajority Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to would allow such holder or prospective holder the right (i) to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.94.9.
Appears in 1 contract
Samples: Investors' Rights Agreement (Foamix Pharmaceuticals 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 Requisite Required Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; are included or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Kymera 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 Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Sana Biotechnology, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersPreferred, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Akero 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 Requisite HoldersHolders of a majority of the Preferred Stock then outstanding (voting together as a single class on an as-converted basis), enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Eliem 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 Requisite HoldersHolders of at least 50% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9this Agreement.
Appears in 1 contract
Samples: Shareholder Agreement (Versant Venture Capital V, L.P.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of the Requisite HoldersMajority, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; are included, or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Entrada Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersInvestors, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 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 Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Coinbase Global, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Omega Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included or (ii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Aperion Biologics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; , or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9Agreement.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersInvestor Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.93.1.
Appears in 1 contract
Samples: Registration Rights Agreement
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (ia) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (iib) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9Section 6.10.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the outstanding shares of Preferred Stock, excluding Amex and its BHCA Transferees, consenting as a single class on an as-converted basis, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Ventyx Biosciences, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to (i) include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included, or (ii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.94.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Adaptimmune Therapeutics PLC)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Neumora 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 Requisite HoldersHolders of 66 2/3% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; , or (ii) would allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of 50% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares units of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.Section 4.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersInvestor Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.3.1..
Appears in 1 contract
Samples: Registration Rights Agreement
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, which must include the approval of the Significant Investor Majority enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Spruce 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 Requisite HoldersHolders (or, after an IPO, a majority of the Registrable Securities then outstanding), enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Frequency Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date consummation of this Agreementthe Merger, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that Holder who becomes a party to this Agreement in accordance with Subsection 6.9Section 6.10.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Preferred Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that (1) would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; are included or (ii2) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Checkmate 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 Requisite HoldersHolders of a majority the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to (i) include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included or (ii) initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Northern Star Acquisition Corp.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Black Diamond Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersInvestors constituting the Required Vote, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right (i) to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors' Rights Agreement (Spark 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 Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Taysha Gene Therapies, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.93.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holdersholders of the majority of Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Terns 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 Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; , provided that this limitation shall not apply to Registrable Securities acquired by any additional Subsequent Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Elicio 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 Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such securities are included in such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included, or (ii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply (a) to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of at least two-thirds of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; , or (ii) would allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection Section 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.969.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Apellis Pharmaceuticals, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Holdersholders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Werewolf Therapeutics, Inc.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included or (ii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9Section 5.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Arrowhead Research Corp)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Listed Company shall not, without the prior written consent of the Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Listed Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9Section 10.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Roivant Sciences Ltd.)
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite Preferred Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to would allow such holder or prospective holder the right to include such securities in any registration on other than either a pro rata basis with respect unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so includeare included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (TScan 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 Requisite HoldersHolders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to (i) include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included or (ii) initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Requisite HoldersHolders of at least two-thirds of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that who becomes a party to this Agreement in accordance with Subsection 6.9.
Appears in 1 contract
Samples: Investors’ Rights Agreement (AN2 Therapeutics, Inc.)
