Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 9 contracts

Samples: Investors’ Rights Agreement (Couchbase, Inc.), Investors' Rights Agreement, Investors’ Rights Agreement

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Piggyback Registrations. The Company Tality shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company Tality (including, but not limited to, including registration statements relating to secondary offerings of securities of the CompanyTality, but excluding registration statements relating to any registration under Section 2.2 3.4(b) or Section 2.4 of this Agreement 3.4(d) or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by of such Holder. Each Holder desiring to include in any such registration statement all or any part of the such Holder's Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the CompanyTality, so notify the Company Tality in writing, and in such notice shall inform the Company Tality of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyTality, such Holder shall nevertheless continue to have the right to include any of such Holder's Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company Tality with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 6 contracts

Samples: Master Separation Agreement (Tality Corp), Master Separation Agreement (Cadence Design Systems Inc), Master Separation Agreement (Tality Corp)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 5 contracts

Samples: Registration Rights Agreement (Mobilepro Corp), Registration Rights Agreement (Mobilepro Corp), Registration Rights Agreement (Mobilepro Corp)

Piggyback Registrations. 3.1 The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2 or Section 2.4 3 of this Agreement Exhibit B or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 5 contracts

Samples: Shareholder Agreements, Series D Preferred Share Purchase Agreement (Momo Inc.), Shareholders Agreement (Momo Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales sales, or does not include substantially the same information as would be required to be included in a registration statement covering the sale Company’s initial public offering of Registrable Securities,) its common shares), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 5 contracts

Samples: Shareholder Agreement, Shareholder Agreement (Xunlei LTD), Shareholder Agreements (Xunlei LTD)

Piggyback Registrations. (a) The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty (30a "Piggyback Notice") days prior to filing any registration statement under the Securities Act for purposes of effecting a public an offering of securities of the Company (including, but not limited to, registration statements relating to the initial or secondary public offerings of securities of the Company, whether pursuant to Section 2.2 or otherwise, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and subject to Section 2.3(b), the Company will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty ten (2010) days after receipt of the above-described notice from the Company, Piggyback Notice so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement thereafter filed by the Companystatement, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinin this Agreement.

Appears in 4 contracts

Samples: Stockholder Agreement (Alpha Natural Resources, Inc.), Stockholder Agreement (Alpha Natural Resources, Inc.), Stockholder Agreement (Alpha NR Holding Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior or equal to those of the Holders of the Series A Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Series A Preferred Shares or Ordinary Shares issued upon conversion of the Series A Preferred Shares or a combination of such Series A Preferred Shares and Ordinary Shares.

Appears in 4 contracts

Samples: Shareholder Agreement, Shareholder Agreement (Pinduoduo Inc.), Shareholder Agreement (Walnut Street Group Holding LTD)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Ordinary Shares held by the Holders (calculated on a fully-diluted and as-converted basis).

Appears in 4 contracts

Samples: Shareholder Agreement, Shareholder Agreement (111, Inc.), Shareholder Agreement (111, Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or Agreement, to any employee benefit plan or a plan, to any corporate reorganization or other transaction covered by to a sale solely in connection with a Rule 145 promulgated under the Securities Act, transaction or a registration on any registration form statement which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Note Purchase Agreement (Accom Inc), Investor's Rights Agreement (Accom Inc), Asset Purchase Agreement (Accom Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Aquantia Corp), Investors’ Rights Agreement (Aquantia Corp)

Piggyback Registrations. The Company shall notify all Holders of Investors' Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, Company and demand registrations made by holders of Registrable Securities but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered reorganization, including securities issued by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included Company in a registration statement covering the sale of Registrable Securities,an acquisition transaction) and will afford each such Holder of Investors' Registrable Securities an opportunity to include in such registration statement all or any part of the Investors' Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Investors' Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Investors' Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Investors' Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Investors' Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Investors' Rights Agreement (Pacific Mezzanine Fund), Investors' Rights Agreement (Plastic Surgery Co), Investors' Rights Agreement (General Automation Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement (provided that the Company shall comply with the notice requirements therein), or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Marin Software Inc), Investors’ Rights Agreement (Marin Software Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement statement, at any time after the expiration of the Restriction Period as set forth in the Lock-Up Agreement, under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration required of Company under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Gateway Inc), Registration Rights Agreement (MPC Corp), Registration Rights Agreement (MPC Corp)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) 30 days prior to filing any registration statement under the Securities 1933 Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements (i) relating to any registration under Section 2.2 5.2 or Section 2.4 5.4 of this Agreement or (ii) relating to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities 1933 Act, or a registration (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale resale of Registrable Securities,) , and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Southwall Technologies Inc /De/), Stock Purchase Agreement (GMX Associates Pte LTD), Stock Purchase Agreement (GMX Associates Pte LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Investor Rights Agreement, Investors’ Rights Agreement (Zynga Inc), Investors’ Rights Agreement (Zynga Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities each Holder in writing at least thirty (30) days prior to filing any registration statement Registration Statement under the Securities Act for purposes of effecting a public offering of securities of the Company for cash (including, but not limited to, registration statements including any Registration Statement relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration Registration Statements filed in connection with the IPO, under Section 2.2 or Section 2.4 2.3 of this Agreement or relating to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement Registration Statement all or any part of the Registrable Securities then held by such HolderHolder to the extent provided herein. Each If a Holder desiring desires to include in any such registration statement Registration Statement all or any part of the Registrable Securities held by such Holder shallit, it shall within twenty (20) days after receipt of the above-described notice from the Company, Company so notify the Company in writing, writing and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statementRegistration Statement. If a such Holder decides not to include all of its Registrable Securities in any registration statement Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements Registration Statement as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Joinder Agreement (TCP International Holdings Ltd.), Registration Rights Agreement (TCP International Holdings Ltd.), Registration Rights Agreement (TCP International Holdings Ltd.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this the Shareholders Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Share Subscription Agreement (Le Gaga Holdings LTD), Share Subscription Agreement (Le Gaga Holdings LTD), Share Purchase Agreement (Le Gaga Holdings LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or an IPO for which the underwriters have delivered an exclusion notice to any the Company as provided in Subsection 2.3(a), (ii) employee benefit plan plans or a with respect to corporate reorganization reorganizations or (iii) other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration on including in each case exclusion of any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in amendment of a registration statement covering filed publicly prior to the sale of Registrable Securities,date the Holder became party to this Agreement) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (AEON Biopharma, Inc.), Investors’ Rights Agreement (AEON Biopharma, Inc.), Investors’ Rights Agreement (AEON Biopharma, Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Preferred Shares or Ordinary Shares issued upon conversion of the Preferred Shares or a combination of such Preferred Shares and Ordinary Shares.

Appears in 2 contracts

Samples: Shareholders Agreement (WiMi Hologram Cloud Inc.), Shareholder Agreement (Huami Corp)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of Class B Ordinary Shares and the Preferred Shares without the consent in writing of the Majority Holders.

Appears in 2 contracts

Samples: Shareholders Agreement (Viomi Technology Co., LTD), Shareholders Agreement (Viomi Technology Co., LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities and Put Registrable Securities in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements to be filed pursuant to Section 2.2 and 2.3 and registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration ) specifying the approximate date on any registration form which does not permit secondary sales or does not include substantially the same information as would be required Company proposes to be included in a file such registration statement covering the sale of Registrable Securities,) and will afford advising each such Holder an opportunity of its right to include in such registration statement have any or all or any part of the Registrable Securites and Put Registrable Securities then held included among the securities to be covered by such Holderregistration statement. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities or Put Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities or Put Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities or Put Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities or Put Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Softbank Corp), Investor Rights Agreement (Atviso LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) 15 days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, but excluding registration statements (i) relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a plans, (ii) with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities ActAct or any similar rule of the Commission, or (iii) a registration on any registration form which does not permit secondary sales or that does not include substantially the same information as would be required to be included in a registration statement covering the sale Registrable Securities (including Form S-4 or any form substituted therefor) or (iv) being filed for the account of other holders of the Company's Common Stock who are entitled by right to exclude the Registrable Securities,) Securities in such registration statement), and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) ten business days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Stock Purchase and Investor Rights Agreement (Gateway Co Inc), Stock Purchase and Investor Rights Agreement (Quepasa Com Inc)

Piggyback Registrations. The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty (30a "Piggyback Notice") days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, whether pursuant to Section 4.2 or otherwise, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization reorganization, combination or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,merger) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty ten (2010) days after receipt of the above-described notice from the CompanyPiggyback Notice, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement thereafter filed by the Companystatement, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (First Reserve Gp Ix Inc), Investor Rights Agreement (Acin LLC)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCompany and registration statements effected pursuant to Section 2.2 or by the Company for stockholders other than the Holders, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing. Upon the written request of each Holder, and in the Company shall, subject to the provisions of Section 2.2(c), use commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement, Voting Agreement, Right of First Refusal and Co Sale Agreement (Sonim Technologies Inc), Investor Rights Agreement, Voting Agreement, Right of First Refusal and Co Sale Agreement (Sonim Technologies Inc)

Piggyback Registrations. The Company shall promptly notify in writing (the “Piggyback Notice”) all Holders of Registrable Securities in writing at least thirty (30) days prior to the proposed filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating Special Registration Statements and registrations pursuant to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or Sections 2.1 and 2.3) (a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,“Piggyback Registration”) and will afford each such Holder an a reasonable opportunity to include in such registration statement all or any part of the such Registrable Securities then held requested to be registered by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty (20) 10 days after receipt of the above-described notice from the CompanyPiggyback Notice, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities requested to be registered by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Sientra, Inc.), Investor Rights Agreement (Sientra, Inc.)

Piggyback Registrations. The (a) At any time prior to the termination of this Agreement, the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.3 without obligation to the Holders.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Energy & Power Solutions, Inc.), Investors’ Rights Agreement (Energy & Power Solutions, Inc.)

Piggyback Registrations. The Subject to the terms of this Schedule, if the Company proposes to register for its own account any of its equity securities in connection with a public offering of such securities, or if any demand registration of equity securities is requested by other shareholders, the Company shall notify all Holders of Registrable Securities the Investor in writing at least thirty (30) days Business Days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to any primary or secondary offerings offering of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 2 of this Agreement Schedule or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under reorganization), and shall afford the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder Investor an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holderthe Investor. Each Holder The Investor desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty ten (2010) days Business Days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder the Investor wishes to include in such registration statement. If a Holder the Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any other shareholders, such Holder the Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any other shareholders with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (BEST Inc.), Convertible Note Purchase Agreement (Alibaba Group Holding LTD)

Piggyback Registrations. 3.1 The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2 or Section 2.4 4 of this Agreement Exhibit A or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Shareholder Agreement, Shareholder Agreement (AutoTrader Group, Inc.)

Piggyback Registrations. The Company Tality shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company Tality (including, but not limited to, including registration statements relating to secondary offerings of securities of the CompanyTality, but excluding registration statements relating to any registration under Section 2.2 3.4(b) or Section 2.4 of this Agreement 3.4(d) or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by 13 of such Holder. Each Holder desiring to include in any such registration statement all or any part of the such Holder's Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the CompanyTality, so notify the Company Tality in writing, and in such notice shall inform the Company Tality of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyTality, such Holder shall nevertheless continue to have the right to include any of such Holder's Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company Tality with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Master Separation Agreement (Tality Corp), Master Separation Agreement (Tality Corp)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in ----------------------- writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 1.2 or Section 2.4 1.4 of this Agreement or to any employee benefit plan or a corporate reorganization acquisition, merger or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty fifteen (2015) days after receipt of the above-above- described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Precision Auto Care Inc), Registration Rights Agreement (Precision Auto Care Inc)

Piggyback Registrations. The Company shall notify all the Registered Holders of Registrable Securities in writing at least thirty (30) days prior to the initial filing of any future registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plan, acquisition or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization,), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Registered Holder an opportunity to include in such registration statement all or any part of the Registrable Securities Warrant Shares then held by such HolderRegistered Holder that are not currently included in another registration statement. Each Registered Holder desiring to include in any such registration statement all or any part of the Registrable Securities Warrant Shares held by such Registered Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities Warrant Shares such Registered Holder wishes to include in such registration statement. If a Registered Holder decides not to include all of its Registrable Securities Warrant Shares in any registration statement thereafter filed by the Company, such Registered Holder shall nevertheless continue to have the right to include any Registrable Securities Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Merger Agreement (Bone Biologics, Corp.), Loan Agreement (Bone Biologics, Corp.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) calendar days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary follow-on offerings of securities of the CompanyCompany or registrations effected pursuant to a demand registration initiated pursuant to Section 2.2 hereof, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration Statements), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an a reasonable opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty fifteen (2015) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its such Holder’s Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon in each case subject to the terms and conditions set forth herein. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.6 below.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (EPAM Systems, Inc.)

Piggyback Registrations. The Subject to subsections (a) and (b) below, the Company shall notify Notify all Holders of Registrable Securities in writing (the “Registration Statement Notice”) at least thirty twenty (3020) calendar days prior to filing any registration statement under the Securities Act for purposes of effecting a public an offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 (i) Form S-8 or Section 2.4 of this Agreement or to any employee benefit plan plan, or (ii) a corporate reorganization reorganization, merger or other transaction covered by Rule 145 promulgated under acquisition, (iii) for an exchange offer or offering of securities solely to the Securities ActCompany’s existing shareholders, (iv) for an offering of debt that is convertible into equity securities of the Company, or (v) for a registration on dividend reinvestment plan. The failure of the Company to give any registration form which does such Registration Statement Notice shall not permit secondary sales or does not invalidate the Registration Statement. If, within five (5) calendar days after the Registration Statement Notice is given, a Holder provides written notice to the Company of its wish to include substantially such Registrable Securities (in the same information as would be required to be included amount set forth in a registration statement covering such notice) in such Registration Statement, the sale of Registrable Securities,) and Company will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty Registration Statement (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statementa “Piggy Back Registration”). If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to not have the any right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (BTHC X Inc), Registration Rights Agreement

Piggyback Registrations. The Company shall notify all the Holders of Registrable Securities in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder the Holders an opportunity to include in such registration statement all or any part of the Registrable Securities then held by the Holders or duly issuable to such HolderHolders prior to the filing of the subject registration statement with the SEC upon their exercise of any option or conversion right under any Convertible Security (the "Converted Securities"). Each Holder The Holders desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it or, Converted Securities to be held by it, shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities such Holder wishes to include in such registration statementor Converted Securities by the Holders. If a Holder decides the Holders decide not to include all of its their Registrable Securities or Converted Securities in any registration statement thereafter filed by the Company, such Holder the Holders shall nevertheless continue to have the right to include any Registrable Securities or Converted Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Eif Holdings Inc), Registration Rights Agreement (Eif Holdings Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 4.3 or Section 2.4 4.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 4.4 that is superior to those of the Holders without prior written consent of holders of a majority of the Preferred Shares calculated on an as-converted basis.

Appears in 2 contracts

Samples: Shareholder Agreement (9F Inc.), Shareholder Agreement (9F Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of each Holder who holds Registrable Securities that are not subject to an effective registration statement in writing at least thirty (30) days 10 Business Days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering that is not a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included resales of securities) and in any event including a registration statement covering resulting from obligations arising out of any other registration rights agreement to which the sale of Registrable Securities,) Company is a party, and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty five (205) days Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes that are not subject to include in such an effective registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Jacksonville Bancorp Inc /Fl/), Registration Rights Agreement (Jacksonville Bancorp Inc /Fl/)

Piggyback Registrations. The Company shall notify all Holders of ----------------------- Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration --------- under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investors Rights Agreement (Onsale Inc), Series B Preferred Stock Exchange Agreement (Asymetrix Learning Systems Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Preferred Shares or Ordinary Shares issued upon conversion of the Preferred Shares or a combination of such Preferred Shares and Ordinary Shares(voting together on as-converted basis).

Appears in 2 contracts

Samples: Shareholder Agreements (Secoo Holding LTD), Shareholder Agreement (Secoo Holding LTD)

Piggyback Registrations. The Subject to the terms of this Schedule, if the Company proposes to register for its own account any of its equity securities in connection with a public offering of such securities, or if any demand registration of equity securities is requested by investors making investment in the Company subsequent to the issuance of the Notes, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) days Business Days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to any primary or secondary offerings offering of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 3 or Section 2.4 5 of this Agreement Schedule or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days Business Days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 4 that is superior to those of the Holders without prior written consent of Holders holding at least sixty percent (60%) of the Registrable Securities then outstanding.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (58.com Inc.), Convertible Note Purchase Agreement (Warburg Pincus & Co.)

Piggyback Registrations. The Subject to the terms of this Agreement, if the Company proposes to register for its own account any of its equity securities in connection with the public offering of such securities, or if any demand registration of equity securities is requested by investors making equity investment in the Company subsequent to the equity investment in the Company by the Holders, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 3.3 or Section 2.4 3.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 3.4 that is superior to those of the Holders without prior written consent of the Preferred Supermajority.

Appears in 2 contracts

Samples: Shareholder Agreements (Uxin LTD), Shareholder Agreements (Uxin LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding a registration statements statement (i) relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a (ii) with respect to any corporate reorganization or other transaction covered by under Rule 145 promulgated under of the Securities Act, or a registration on including any registration form which does not permit secondary sales statements related to the resale of securities issued in such a transaction or does not include substantially the same information as would be required (iii) related to be included in a registration statement covering the sale stock issued upon conversion of Registrable Securities,debt securities) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty seven (207) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, or if the Holder’s Registrable Securities are excluded therefrom by the provisions of Section 2.1(a), such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Codexis Inc), Registration Rights Agreement (Codexis Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.. Notwithstanding the foregoing, the rights of the Holder pursuant to this Section 2.3 shall not apply to the filing of any registration statement under the Securities Act for the resale of any of the Company’s common stock held by or to be issued to Laurus Master Fund, Ltd.

Appears in 2 contracts

Samples: Registration Rights Agreement (It&e International Group), Registration Rights Agreement (It&e International Group)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities and Additional Holders in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder or Additional Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder or Additional Holder. Each Holder or Additional Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementor Additional Holder. If a Holder or Additional Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder or Additional Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. For purposes of this Section 2.3 only, the shares set forth opposite each Additional Holder’s name on Exhibit B shall be deemed Registrable Securities.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Avalanche Biotechnologies, Inc.)

Piggyback Registrations. The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or Agreement, to any employee benefit plan or to a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization, or a registration and (ii) registrations on any registration form which does not permit secondary sales or that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities,Securities or registrations in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) 20 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Holder who elects to include some or all of its Registrable Securities pursuant to this Section 2.3 shall cooperate with the Company in the preparation of any and all documents and instruments the Company deems necessary or convenient for the preparation of any applicable registration statement, and such Holders shall supply the Company with any and all information the Company deems necessary or convenient with respect to any registration statement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Kranem Corp), Investors’ Rights Agreement (Alphasmart Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing (a “Piggyback Notice”) at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.1 or Section 2.4 of this Agreement 2.3 or to any employee benefit plan registrations by the Company on Form S-4 or F-4, as the case may be, or any successor forms, and any other equivalent registrations and registrations by the Company of any shares issued pursuant to a corporate reorganization share purchase or share option plans or agreements or other transaction covered by Rule 145 promulgated under the Securities Actincentive share arrangements), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each such Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice Piggyback Notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of its Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities held by it in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Shareholders Agreement (Stratus Technologies Bermuda Holdings Ltd.), Shareholder Agreements (Stratus Technologies International Sarl)

Piggyback Registrations. (a) The Company shall notify all Holders of each Holder who holds Registrable Securities in writing at least thirty (30) days 10 Business Days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering that is not a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included sales) and in any event including a registration statement covering resulting from obligations arising out of any other registration rights agreement to which the sale of Registrable Securities,) Company is a party, and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty five (205) days Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Intervest Bancshares Corp), Registration Rights Agreement (Jacksonville Bancorp Inc /Fl/)

Piggyback Registrations. The Subject to the terms of this Agreement, if the Company proposes to register for its own account any of its Equity Securities in connection with the public offering of such Equity Securities, or if any demand registration of Equity Securities is requested by investors making equity investment in the Company subsequent to the equity investment in the Company by the Holders, the Company shall notify all the Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 3.3 or Section 2.4 3.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder shall be granted piggyback registration rights which are superior to those of the Holders under this Section 3.4 without the prior written consent of Holders holding at least fifty percent (50%) of the Registrable Securities then outstanding.

Appears in 2 contracts

Samples: Shareholder Agreement (Gracell Biotechnologies Inc.), Shareholder Agreement (Gracell Biotechnologies Inc.)

Piggyback Registrations. The (a) Subject to the terms and conditions of the Lock-up Agreement, the Company shall notify each Investor who holds, and all Holders of of, Registrable Securities in writing at least thirty ten (3010) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding a registration statements relating solely to employee benefit plans, or a registration relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acton Form S-4, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,sales) and will afford each such Investor and/or Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such HolderInvestor and/or Holder as set forth herein. Each Investor and/or Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Investor and/or Holder shall, within twenty five (205) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Investor and/or Holder wishes to include in such registration statementas set forth herein. If a an Investor and/or Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Investor or Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Preemptive and Registration Rights Agreement (GTCR Fund Ix/B L P), Preemptive and Registration Rights Agreement (Privatebancorp, Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Series C Preferred Shares without the consent in writing of the Series C Supermajority.

Appears in 2 contracts

Samples: Shareholder Agreement, Shareholders Agreement (InnoLight Technology Corp)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Basis Global Technologies, Inc.), Investors’ Rights Agreement (Basis Global Technologies, Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above- described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Majority Preferred Shareholders.

Appears in 2 contracts

Samples: Shareholders Agreement (Yalla Group LTD), Shareholders Agreement (Yalla Group LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to 1.2, any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Avantair, Inc), Registration Rights Agreement (Avantair, Inc)

Piggyback Registrations. The (i) If (but without any obligation to do so) the Company shall proposes to register (including, for this purpose, a registration effected by the Company for Shareholders other than the Holders) any of its securities under the Securities Act (or such Applicable Securities Laws, as the case may be), in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share plan, an offering or sale of securities pursuant to a registration statement on Form F-4 or Form S-4 (or any successor form), as the case may be, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, a registration of securities in a transaction under Rule 145 promulgated under the Securities Act, or in any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a such public offering offering. Upon the written request of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, given within twenty (20) days after receipt of the above-described such notice from the Company, so notify the Company shall, subject to the provisions of Section 2.4(ii), cause to be registered under the Securities Act the Registrable Securities that each such Holder has requested to be registered. For the avoidance of doubt, registration pursuant to this Section 2.4(i) shall not be deemed to be a demand registration as described in writing, and in such notice Section 2.3 above. There shall inform the Company of be no limit on the number of times the Holders may request registration of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinunder this Section 2.4(i).

Appears in 2 contracts

Samples: Shareholder Agreement (DouYu International Holdings LTD), Shareholder Agreement (DouYu International Holdings LTD)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing as soon as reasonably practicable after the Company determines it will file any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.3 shall be paid by the Company.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Ruckus Wireless Inc)

Piggyback Registrations. The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and . The Company shall cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statementregistration. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 whether or not any Holder has elected to include Registrable Securities in such registration and shall promptly notify any Holder that has elected to include Registrable Securities in such registration of such termination or withdrawal. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.4 hereof.

Appears in 2 contracts

Samples: Registration Rights Agreement (Achilles Therapeutics PLC), Registration Rights Agreement (Achilles Therapeutics LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) 20 days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) ), and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) 10 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Dermira, Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.1 or Section 2.4 2.3 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Seneca Health Partners Lp I)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company in the United States (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 2.3 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Shareholder Agreement (Trina Solar LTD)

Piggyback Registrations. The (a) Subject to the terms and conditions of the Lock-Up, the Company shall notify all Holders of each Holder who holds Registrable Securities in writing at least thirty ten (3010) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering excluded from a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,sales) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty five (205) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes to include in such the registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Seacoast Banking Corp of Florida)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) business days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) business days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Upon the request of any Holder timely given in accordance with this Section 2.3, the Company shall, subject to the provisions of this Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration on the same terms and conditions as the other securities proposed to be sold.

Appears in 1 contract

Samples: Investor Rights Agreement (Contineum Therapeutics, Inc.)

Piggyback Registrations. The Company shall notify all Holders ----------------------- of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement employee benefit --------- plan or to any employee benefit plan or a corporate reorganization acquisition, merger, consolidation or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Asymetrix Learning Systems Inc)

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Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company Registration Statement (including, but not limited to, registration statements Registration Statements relating to secondary offerings of securities of the Company, but excluding registration statements Registration Statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement Registration Statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement Registration Statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such Registration Statement. The Company thereupon will use its best efforts as a part of its filing of such Registration Statement to effect the registration statementunder the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent required to permit the disposition of the Registrable Securities so to be registered. If a Holder decides not to include all of its Registrable Securities in any registration statement Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement Registration Statement or registration statements Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Tengtu International Corp)

Piggyback Registrations. The Subject to the terms of this Schedule, if the Company proposes to register for its own account any of its equity securities in connection with a public offering of such securities, or if any demand registration of equity securities is requested by other shareholders, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) days Business Days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to any primary or secondary offerings offering of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2 or Section 2.4 4 of this Agreement Schedule or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty ten (2010) days Business Days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein.. No shareholder of the Company shall be granted piggyback registration rights that are superior to those of the Holders without prior written consent of Holders who hold or would upon Conversion hold Registrable Securities representing at least 60% of the Registrable Securities then outstanding

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (21Vianet Group, Inc.)

Piggyback Registrations. The 4.1 At any time after a Qualified IPO, the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 Clause 3 or Section 2.4 Clause 5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Canadian Solar Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Holders of at least two thirds (2/3) of the Preferred Shares or Ordinary Shares issued upon conversion of the Preferred Shares or a combination of such Preferred Shares and Ordinary Shares.

Appears in 1 contract

Samples: Shareholder Agreement (GSX Techedu Inc.)

Piggyback Registrations. The Company shall notify all Holders Purchasers of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company where such registration statement includes shares to be resold by selling stockholders (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCompany where such registration statement includes shares to be resold by selling stockholders, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information Special Registration Statements (as would be required to be included in a registration statement covering the sale of Registrable Securities,defined below)) and will afford each such Holder Purchaser an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such HolderPurchaser. Each Holder Purchaser desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementPurchaser. If a Holder Purchaser decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Careguide Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited towithout limitation, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 9.3 or Section 2.4 of this Agreement 9.5 or to any employee benefit plan plan, corporate reorganization, exchange offer or a corporate reorganization or other transaction covered by Rule 145 promulgated under offering of securities solely to the Securities ActCompany's existing shareholders), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed pursuant to Sections 9.3, 9.4, or 9.5 by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Shareholders Agreement (Taomee Holdings LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities Holder in writing at least thirty twenty (3020) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, Company but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or solely to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Common Stock of the Company issuable upon exercise of this Warrant ("Registrable Securities then held by such HolderSecurities"). Each Subject to clause (i) of this Section 4(a), in the event that Holder desiring desires to include in any such registration statement all 5 or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides is not permitted to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Not withstanding anything to the contrary contained in this Section 4, Holder shall have no registration or related rights with respect to the S-1 registration statement filed by the Company on June 12, 2000.

Appears in 1 contract

Samples: Warrant Agreement (Resourcephoenix Com)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 1.2 of this Agreement or to any employee benefit plan plan, acquisition or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such HolderHolder that are not currently included in another registration statement. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Rattlesnake Holding Co Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) 30 days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, Company (but excluding registration statements relating to any registration under Section 2.2 1.2 or Section 2.4 1.4 of this Agreement or to any employee benefit plan or plan, a corporate reorganization reorganization, or any other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) ), and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) 20 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Planet Payment Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) calendar days prior to filing any registration statement under the Securities Act for purposes of effecting a public an offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 (i) an underwritten public offering of the Common Stock as a result of which the Common Stock will be listed on NASDAQ, NYSE, NYSE American or Section 2.4 of this Agreement or to similar nationally-recognized stock exchange, (ii) any employee benefit plan or (iii) a corporate reorganization reorganization, merger or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,acquisition) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty ten (2010) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Agrify Corp)

Piggyback Registrations. The Subject to the terms of this Agreement, if the Company proposes to register for its own account any of its equity securities in connection with the public offering of such securities, or if any demand registration of equity securities is requested by investors making equity investment in the Company subsequent to the equity investment in the Company by the Holders, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 3.3 or Section 2.4 3.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 3.4 that is superior to those of the Holders without prior written consent of Holders holding at least fifty percent (50%) of the Registrable Securities.

Appears in 1 contract

Samples: Shareholder Agreement (Jumei International Holding LTD)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or and (ii) a registration on any registration form in which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale only stock being registered is Common Stock issuable upon conversion of Registrable Securities,debt securities which are also being registered) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, writing and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Pandora Media, Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities Securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities Securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securitiesSecurities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.4 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration.

Appears in 1 contract

Samples: Shareholders Agreement (ADC Therapeutics SA)

Piggyback Registrations. The Without limiting any obligation of the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement hereunder or under the Securities Act for purposes of effecting a public offering of securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company (including, but not limited to, shall determine to prepare and file with the SEC a registration statements statement relating to secondary offerings an offering for its own account or the account of others under the 1933 Act of any of its equity securities of the Company, but excluding registration statements relating to any registration under Section 2.2 (other than on Form S-4 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 Form S-8 (each as promulgated under the Securities Act, 0000 Xxx) or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required their then equivalents relating to equity securities to be included issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s equity compensation or other employee benefit plans), then the Company shall deliver to each Investor a registration statement covering written notice of such determination and, if within fifteen (15) days after the sale date of Registrable Securities,) and will afford each the delivery of such Holder an opportunity to notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring Investor requests to include be registered but, in the case of any registration statement relating to the Grifols Securities filed pursuant to the Grifols Registration Rights Agreement, only to the extent that such Registrable Securities are permitted to be included in such registration statement all or any part of pursuant to the Registrable Securities held by such Holder shallGrifols Registration Rights Agreement; provided, within twenty (20) days after receipt of the above-described notice from the Companyhowever, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes not be required to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include register any Registrable Securities in any subsequent registration statement pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or registration statements as may be filed by Rule 144(i)(2), if applicable) or that are the Company with respect to offerings subject of its securities, all upon the terms and conditions set forth hereina then-effective Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Aradigm Corp)

Piggyback Registrations. The If (but without any obligation to do so) the Company shall notify all Holders proposes to register (including for this purpose a registration effected by the Company for stockholders than the Holders) any of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement its stock or other securities under the Securities Act for purposes of effecting a in connection with the public offering of such securities of the Company solely for cash (including, but not limited to, other than registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder Company shall, at such time, promptly notify each Holder in writing of such registration). Upon the written request of each Holder given within twenty (20) days after receipt mailing of the above-described such notice from the Company, so notify by the Company in writingaccordance with Section 3.1 hereof, and in such notice shall inform the Company shall subject to the provisions of Section 1.2(a) hereof, cause to be registered under the Securities Act all of the number of Registrable Securities that each such Holder wishes has requested to include in such registration statementbe registered. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Incidental Registration Rights Agreement (Cancervax Corp)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Series A Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Registrable Securities.

Appears in 1 contract

Samples: Shareholders Agreement (Ascendis Pharma a/S)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (or as the case may be, the shares or securities of the relevant entity resulting from any merger, consolidation, reorganisation or other arrangement made by or to the Company for the purpose of such public offering) including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Shareholder Agreement (AiHuiShou International Co. Ltd.)

Piggyback Registrations. The Company shall notify all Holders of ----------------------- Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of equity securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to (1) the IPO, (2) any --------- registration for which Holders are otherwise given notice and are eligible to participate under Section 2.2 or Section 2.4 of this Agreement Agreement, or to (3) any employee benefit plan or a corporate reorganization or other transaction covered by under Rule 145 promulgated under of the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-above- described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investors' Rights Agreement (Alladvantage Com Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Share Exchange Agreement (Spring Creek Acquisition Corp.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of Preferred Shares without the consent in writing of the Holders of at least a majority of the Ordinary Shares issuable or issued upon conversion of the Preferred Shares, which majority shall include the Ordinary Shares issuable or issued upon conversion of the majority of the Special Preferred Shares.

Appears in 1 contract

Samples: Shareholder Agreement (EHang Holdings LTD)

Piggyback Registrations. The Company shall will notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act (or as much time as is practicable in the case of an offering that is anticipated to be completed within fifteen (15) days, in which case the Company shall endeavor to provide Ionis with notice of the potential offering and relevant information regarding the potential offering as early as is practicable) for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shallit will, within twenty fifteen (2015) days after receipt of the above-described notice from the CompanyCompany (or by the date and time indicated in the notice in the case of an offering that is anticipated to be completed within fifteen (15) days), so notify the Company in writing, and in such . Such notice shall inform will state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Akcea Therapeutics, Inc.)

Piggyback Registrations. The Company Excite shall notify all Holders of Registrable Securities AOL in writing at least thirty (30) days prior to filing any registration statement under the Securities 1933 Act for purposes of effecting a public offering of securities of the Company Excite (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyExcite, but excluding registration statements on Form S-8 or S-4 or relating to any registration under Section 2.2 or Section 2.4 of this Agreement or solely to any employee benefit plan or a corporate reorganization an acquisition of any entity or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,business) and will afford each such Holder AOL, subject to the terms and conditions set forth herein, an opportunity to include in such registration statement all or any part of the AOL Registrable Securities then held by such HolderAOL. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder AOL shall, within twenty (20) days after receipt of the above-described notice from the CompanyExcite, so notify the Company Excite in writing, and in such notice shall inform the Company Excite of the number of AOL Registrable Securities such Holder AOL wishes to include in such registration statement. If a Holder AOL decides not to include all of its the AOL Registrable Securities in any registration statement thereafter filed by the CompanyExcite, such Holder AOL shall nevertheless continue to have the right to include any AOL Registrable Securities not included in such registration statement in any subsequent registration statement or registration statements as may be filed by the Company Excite with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Excite Inc)

Piggyback Registrations. The Company shall will notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any demand or Form S- 3 registration under Section 2.2 or Section 2.4 of this Agreement the Company’s preferred shareholders or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shallwill, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall will inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (KOLABORATION VENTURES Corp)

Piggyback Registrations. The Following the first anniversary of the Closing Date, as defined in the Asset Purchase Agreement, the Company shall notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization any merger or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Proxim Inc /De/)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or 2.3or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.. (b)

Appears in 1 contract

Samples: Shareholder Agreements

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or Act and (ii) a registration on any statement pertaining to the Initial Offering (provided that the only securities to be sold in such Initial Offering are to be for the account of the Company and such registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale shares of Registrable Securities,any selling shareholders)) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Alibris Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement Agreement, or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No shareholder of the Company shall be granted registration rights equal to or senior to those of the holders of the Registrable Securities without the consent of the holders of at least a majority of the Registrable Securities then outstanding.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Asthmatx Inc)

Piggyback Registrations. The Company shall notify all Registered Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement 1.3, below, or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Registered Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Registered Holder. Each Registered Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Registered Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Registered Holder wishes to include in such registration statement. If a Registered Holder decides not to include all of his, her or its Registrable Securities in any registration statement thereafter filed by the Company, such Registered Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Warrant Agreement (Veritas Farms, Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company solely for cash (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder; provided that such notice and inclusion rights shall not apply to the Initial Offering unless stockholders other than the Holders are offered the opportunity to include their shares in the Initial Offering and related registration. In no event shall the proviso in the preceding sentence be construed as an obligation of the Company to offer all stockholders other than Holders the opportunity to participate in the Initial Offering and related registration. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Appian Corp)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No shareholder of the Company shall be granted registration rights equal to or senior to those of the holders of the Registrable Securities without the consent of the holders of at least a majority of the Registrable Securities then outstanding.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Broncus Technologies Inc/Ca)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Dropbox, Inc.)

Piggyback Registrations. The Company shall notify all Holders of ----------------------- Registrable Securities in writing at least thirty (30) days prior to filing any registration statement statement, after the Company's IPO, under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any --------- registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Sohu Com Inc)

Piggyback Registrations. The Company Corporation shall notify all Holders of Registrable Securities in writing at least thirty (30) 30 days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company Corporation (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCorporation, but excluding registration statements relating to any registration under Section 2.2 1.2 or Section 2.4 1.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) 20 days after receipt of the above-described notice from the CompanyCorporation, so notify the Company Corporation in writing, and in such notice shall inform the Company Corporation of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCorporation, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company Corporation with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Neuro-Hitech Pharmaceuticals Inc)

Piggyback Registrations. The Without limiting any obligation of the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement hereunder or under the Securities Act for purposes of effecting a public offering of securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company (including, but not limited to, shall determine to prepare and file with the SEC a registration statements statement relating to secondary offerings an offering for its own account or the account of others under the 1933 Act of any of its equity securities of the Company, but excluding registration statements relating to any registration under Section 2.2 (other than on Form S-4 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 Form S-8 (each as promulgated under the Securities Act, 1000 Xxx) or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required their then equivalents relating to equity securities to be included issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s equity compensation or other employee benefit plans), then the Company shall deliver to each Investor a registration statement covering written notice of such determination and, if within fifteen (15) days after the sale date of Registrable Securities,) and will afford each the delivery of such Holder an opportunity to notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring Investor requests to include be registered but, in the case of any registration statement relating to the Grifols Securities filed pursuant to the Grifols Registration Rights Agreement, only to the extent that such Registrable Securities are permitted to be included in such registration statement all or any part of pursuant to the Registrable Securities held by such Holder shallGrifols Registration Rights Agreement; provided, within twenty (20) days after receipt of the above-described notice from the Companyhowever, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes not be required to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include register any Registrable Securities in any subsequent registration statement pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or registration statements as may be filed by Rule 144(i)(2), if applicable) or that are the Company with respect to offerings subject of its securities, all upon the terms and conditions set forth hereina then-effective Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (First Eagle Investment Management, LLC)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding any registration statements statement relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement; provided, however, that MEI shall not in any event exercise its rights under Section 2.3 hereof with respect to more than 2,570,547 shares before April 2, 1996 and that Creative shall not in any event exercise its rights under Section 2.3 hereof before April 1, 1997. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Shareholder Agreements (3do Co)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 1.2 of this Agreement Agreement, any registration on Form S-4 or to any successor form, or any registration or in connection with any employee benefit plan or a plan, merger, acquisition, corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale issuance of Registrable Securities,convertible debt securities) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Source Energy Corp /Ut/)

Piggyback Registrations. The Subject to Section 8 of this Agreement, the Company shall notify all the Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (includingother than (i) a registration relating solely to employee benefit plans, but not limited to, (ii) a registration statements relating solely to secondary offerings of securities a Rule 145 transaction or (iii) a registration upon the Holders’ exercise of the Company, but excluding demand registration statements relating rights pursuant to any registration under Section 2.2 or Section 2.4 2 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Agreement) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Home Inns & Hotels Management Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2 of Exhibit C or Section 2.4 4 of Exhibit C of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty ten (2010) days Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Shareholder Agreement (Genetron Holdings LTD)

Piggyback Registrations. 3.1 The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty thirty (2030) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Upon the written request of each Holder given within thirty (30) days after mailing of such notice by the Company, the Company shall use its commercial best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Appears in 1 contract

Samples: Shareholder Agreement (Tarena International, Inc.)

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