Registration Under. Securities Act of 1933, as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be “Registrable Securities”, and Holder shall be a “Holder” under the XXX.
Registration Under the Securities Act of 1933. Each Underwriter's Warrant Certificate and each certificate representing shares of Common Stock and any of the other securities issuable upon exercise of the Underwriter's Warrant (collectively, the "Warrant Shares") shall bear the following legend unless (i) such Underwriter's Warrant or Warrant Shares are distributed to the public or sold to the underwriters for distribution to the public pursuant to Section 9 hereof or otherwise pursuant to a registration statement filed under the Securities Act of 1933, as amended (the "Act"), or(ii) the Company has received an opinion of counsel, in form and substance reasonably satisfactory to counsel for the Company, that such legend is unnecessary for any such certificate: THE UNDERWRITER'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE UNDERWRITER'S WARRANT REPRESENTED BY THE CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE UNDERWRITER'S WARRANT AGREEMENT REFERRED TO HEREIN.
Registration Under. Securities Act of 1933, as amended. The shares of Common Stock into which the Shares are convertible (or, if at any time the Shares shall be shares of Common Stock, the Shares) shall have certain registration rights pursuant to an Amendment No. 3 of even date herewith with respect to that certain Registration Rights Agreement, dated as of September 9, 1999 (as amended), in effect between the Company and Holder. The Company represents and warrants to Holder that the Company's execution, delivery and performance of the aforesaid Amendment (a) has been duly authorized by all necessary corporate action of the Company's Board of Directors and shareholders, (b) will not violate the Company's Certificate of Incorporation or By-laws, each as amended, (c) will not violate or cause a breach or default (or an event which with the passage of time or the giving of notice or both, would constitute a breach or default) under any agreement, instrument, mortgage, deed of trust or other arrangement to which the Company is a party or by which it or any of its assets is subject or bound, and (d) does not require the approval, consent or waiver of or by any third party which approval, consent or waiver has not been obtained as of the Issue Date of this Warrant.
Registration Under. Securities Act of 1933, as amended. The shares of Common Stock issuable upon conversion of the Shares (and the Shares, at all times when the Class is Common Stock) shall have certain incidental or "piggyback" registration rights pursuant to, and as set forth in, that certain Investor Rights Agreement dated as of July 6, 2001 among the Company and the other parties named therein. The Company shall execute and deliver an amendment or joinder agreement with Holder for the purpose of effecting the foregoing grant of registration rights. The Company represents and warrants to Holder that the Company's foregoing grant of registration rights and its execution, delivery and performance of the aforementioned amendment or joinder agreement (a) have been duly authorized by all necessary corporate action of the Company's Board of Directors and shareholders, (b) will not violate the Certificate or the Company's by-laws, each as amended, (c) will not violate or cause a breach or default (or an event which with the passage of time or the giving of notice or both, would constitute a breach or default) under any agreement, instrument, mortgage, deed of trust or other arrangement to which the Company is a party or by which it or any of its assets is subject or bound, and (d) do not require the approval, consent or waiver of or by any shareholder, registration rights holder or other third party which approval, consent or waiver has not been obtained as of the date of issuance of this Warrant.
Registration Under. Securities Act of 1933, as amended. The ----------------------------------------------------- Company hereby grants to Holder the same piggyback registration rights as are set forth in the Registration Rights Agreement dated as of June 24, 1998 between the Company and the Holder.
Registration Under. The Securities Act Of 1933. The Warrant Shares have not been registered under the 1933 Act. Upon the exercise of this Warrant, each certificate representing the Warrant Shares shall bear the following legend: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, transferred, assigned, hypothecated or otherwise disposed of in the absence of an effective registration statement as to such shares under that Act or an opinion of counsel satisfactory to the issuer that an exemption from registration is applicable to such sale, transfer, assignment, hypothecation or other designation.
Registration Under. Securities Act of 1933, as amended. The Company agrees that, solely with respect to Section 2.3 of that certain Amended and Restated Investor Rights Agreement among the Company and other persons dated as of March 4, 2003, as may be amended from time to time, the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be “Registrable Securities”, and Holder shall be a “Holder”.
Registration Under. Securities Act of 1933, as amended. The Company agrees that, solely with respect to Section 2.3 of the Second Amended and Restated Investor Rights Agreement among the Company and other persons dated as of August 2, 2006, as it may be amended from time to time in accordance with its terms (as long as such amendment does not affect Holder in a manner different from other Holders thereunder) (the “Investor Rights Agreement”), the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be “Registrable Securities”, and Holder shall be a “Holder”, and Holder hereby agrees to be bound by the applicable terms and obligations set forth therein with respect to Registrable Securities, including without limitation, the indemnification obligations set forth in Section 2.7(b) and the “Market Stand-off” obligations set forth in Section 2.13.
Registration Under. Securities Act of 1933, as amended. The Company agrees that the Shares shall be subject to the registration rights set forth in the Registration Rights Agreement entered into between the Company and Silicon Valley Bank as of the date hereof.
Registration Under. Securities Act of 1933, as amended. At such next time hereafter as the Company seeks the approval or consent of the investors party to the Company’s Investor Rights Agreement (the “Rights Agreement”), for any purpose, the Company shall concurrently therewith use its best efforts to obtain the requisite consent of such parties to add the Holder as an “Investor” (as defined in the Rights Agreement) for purposes of the “piggyback” registration rights provided pursuant to Section 2.3 of the Rights Agreement. Holder acknowledges that the Rights Agreement may be amended and the obligations under the Rights Agreement may be waived with the consent of the Company and the holders of a majority of then-outstanding Registrable Securities (as defined in the Rights Agreement).
