Request by Holders. If the Company shall receive at any time after the earlier of (i) the third anniversary of this Agreement, or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the 1933 Act, a written request from the Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the 1933 Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and effect, as soon as practicable, and in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders (as defined below), the registration under the 1933 Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the Registrable Securities requested by Holders to be registered pursuant to such request must be at least twenty-five percent (25%) of all Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate public offering price equals or exceeds $5,000,000 (before deduction of underwriters' discounts and commissions)).
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Samples: Investors' Rights Agreement (Netscreen Technologies Inc), Investors' Rights Agreement (Netscreen Technologies Inc)
Request by Holders. If the Company shall receive receive, at any time after the earlier of (i) the third anniversary date of this Agreement, or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the 1933 Act, a written request from the Holders of at least twenty-five thirty three percent (2533%) of the Registrable Securities then outstanding that the Company file a registration statement under the 1933 Act Registration Statement, covering the registration of Registrable Securities pursuant to this Section 2.2Securities, then the Company shall, within ten twenty (1020) business days of after the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and effect, as soon as practicable, and in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders (as defined below), the registration under the 1933 Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2Agreement; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty-five thirty three percent (2533%) of all Registrable Securities then outstanding or (or any lesser percentage if the ii) have an anticipated aggregate public offering price equals or exceeds $5,000,000 (before deduction of underwriters' any underwriting discounts and commissions))) of not less than $1,000,000.
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Samples: Capital Stock Exchange Agreement (Atec Group Inc), Capital Stock Exchange Agreement (Talram Corp)
Request by Holders. If the Company shall receive at any time after the earlier of (i) the third anniversary of this Agreement, or (ii) ------------------ six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the 1933 Securities Act, a written request from the Holders of at least twenty-five percent (25%) 40% of the Registrable Securities then outstanding that the Company file a registration statement under the 1933 Act covering the effect any registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and effect, as soon as -------------- practicable, and in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders (as defined below), the such registration under the 1933 Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the Registrable Securities -------- requested by all Holders to be registered pursuant to such request must either (i) be at least twenty-five forty percent (2540%) of all Registrable Securities then outstanding or (or any lesser percentage if the ii) have an anticipated aggregate public offering price equals or exceeds $5,000,000 (before deduction of underwriters' any underwriting discounts and commissions))) of not less than $5,000,000.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Asymetrix Learning Systems Inc)
Request by Holders. If the Company shall receive receives at any time after the earlier of of: (i) the third anniversary of this Agreement, or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the 1933 ActIPO; or (ii) November 5, 2009, a written request from the Holders of Conversion Stock holding at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding held by all Holders of Conversion Stock (the “Initiating Holders”) that the Company file a registration statement under the 1933 Act covering the registration of Registrable Securities pursuant to this Section 2.23.2, then the Company shallwill, within ten (10) business days of after the receipt of such written request, give written notice of such request ("the “Request Notice"”) to all HoldersHolders of Conversion Stock, and effect, as soon as practicable, and and, in any event connection with a registration that is not an IPO, within ninety (90) days after receipt of the request or requests of the Initiating Holders (as defined below)such request, the registration under the 1933 Act of all Registrable Securities which the Holders request to be registered and included in such registration registration, by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.23.2; provided that the Registrable Securities requested by all Holders of Conversion Stock to be registered pursuant to such request must be at least twenty-five thirty percent (2530%) of all Registrable Securities then outstanding (or any lesser percentage if the anticipated having an aggregate public offering price equals or exceeds of at least $5,000,000 (before deduction of underwriters' discounts and commissions))5,000,000.00.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Alexza Pharmaceuticals Inc.)
Request by Holders. If the Company shall receive at any time after the earlier of (i) the third anniversary of this Agreement, or (ii) six (6) months after date 180 days following the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the 1933 ActQualified IPO, a written request from the Holders of at least twentysixty six and two-five thirds percent (2566 2/3%) of the Registrable Securities then outstanding outstanding, voting together as a single class on an as-converted basis, that the Company file a registration statement under the 1933 Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten twenty (1020) business days of after the receipt of such written requestrequest (except if Section 2.2 is applicable), give written notice of such request ("the “Request Notice"”) to all Holders, and use its reasonable best efforts to effect, as soon as practicable, and in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders (as defined below), the registration under the 1933 Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty ninety (2090) days after receipt of the Request Notice, subject only to the limitations of this Section 2.22; provided that provided, that, the Registrable Securities requested by Holders to be registered pursuant to such request must be at least twenty-five percent have aggregate gross proceeds (25%before any underwriting discounts and commissions) of all Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate public offering price that equals or exceeds ten million dollars ($5,000,000 (before deduction of underwriters' discounts and commissions)10,000,000).
Appears in 1 contract
Request by Holders. If the Company shall receive receive, at any time after the earlier of (i) the third anniversary of this AgreementDecember 31, or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the 1933 Act2001, a written request from the Holders of at least twenty-five ten percent (2510%) of the Registrable Securities then outstanding that the Company file a registration statement under the 1933 Act Registration Statement, covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten twenty (1020) business days of after the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and effect, as soon as practicable, and in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders (as defined below), the registration under the 1933 Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.22; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty-five ten percent (2510%) of all Registrable Securities then outstanding or (or any lesser percentage if the ii) have an anticipated aggregate public offering price equals or exceeds $5,000,000 (before deduction of underwriters' any underwriting discounts and commissions))) of not less than US $1,000,000. Any Registration effected pursuant to this Section 2.2 shall be on Form S-1 unless the Holders of more than fifty percent (50%) of the Registrable Securities to be registered pursuant to such Registration instruct the Company otherwise.
Appears in 1 contract
Samples: Investor Rights Agreement (Tengtu International Corp)
Request by Holders. If the Company shall receive at any time after the earlier of (i) the third anniversary of this Agreement, or (ii) six ------------------ (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the 1933 Securities Act, a written request from the Holders of at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding that the Company file a registration statement under the 1933 Act covering the effect any registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and effect, as -------------- soon as practicable, and in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders (as defined below), the such registration under the 1933 Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the Registrable Securities -------- requested by all Holders to be registered pursuant to such request must either (i) be at least twenty-five twenty percent (2520%) of all Registrable Securities then outstanding or (or any lesser percentage if the ii) have an anticipated aggregate public offering price equals or exceeds $5,000,000 (before deduction of underwriters' any underwriting discounts and commissions))) of not less than $5,000,000.
Appears in 1 contract
Samples: Investors' Rights Agreement (Asymetrix Learning Systems Inc)
Request by Holders. If the Company shall receive at At any time after the earlier expiration of (i) the third anniversary of this Agreement, or (ii) six (6) months 180 days after the effective date of a public offering of the Company's initial public offering shares that results in conversion of its securities pursuant to a registration filed under all outstanding shares of Preferred Stock of the 1933 ActCompany, upon receipt by the Company of a written request from the Holders of at least twenty-five percent fifty (2550%) percent of the Registrable Securities then outstanding that the Company file a registration statement under the 1933 Securities Act covering the registration of an amount of Registrable Securities pursuant with respect to this Section 2.2at least 50% of the outstanding Registrable Securities, then the Company shallwill, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use its best efforts to effect, as soon as practicable, practicable and in any event within ninety sixty (9060) days after of receipt of the request or requests of the Initiating Holders (as defined below)such request, the registration under the 1933 Securities Act of all Registrable Securities which the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the Registrable Securities requested by Holders to be registered pursuant to such request must be at least twenty-five percent (25%) of all Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate public offering price equals or exceeds $5,000,000 (before deduction of underwriters' discounts and commissions)).
Appears in 1 contract
Samples: Investors' Rights Agreement (Quatrx Pharmaceuticals Co)
Request by Holders. If the Company shall receive at any time after the earlier of (i) the third anniversary of this AgreementJuly 5, 2002, or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the 1933 ActSecurities Act (the "IPO"), a written request from the Holders of at least twenty-five percent 1,050,000 shares (25%on a common equivalent basis) of the Demand Registrable Securities then outstanding that the Company file a registration statement under the 1933 Securities Act covering the registration of Demand Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request NoticeREQUEST NOTICE") to all HoldersHolders then eligible to participate in a registration under this Section 2.2(a), and effect, as soon as practicable, and in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders (as defined below), the registration under the 1933 Securities Act of all Demand Registrable Securities which such Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the Demand Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty-five fifty percent (2550%) of all Demand Registrable Securities then outstanding and then eligible for registration under this Section 2.2(a) or (or any lesser percentage if the ii) have an anticipated aggregate public offering price equals or exceeds $5,000,000 (before deduction of underwriters' discounts and commissions)).offering
Appears in 1 contract