Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company, at any time after the earlier of (i) December 31, 2022, or (ii) six (6) months following the completion of a firm commitment underwritten public offering of the Ordinary Shares of the Company in the United States that has been registered under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchange, receives a written request from the Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.3, then the Company shall, within ten (10) Business Days (as defined below) of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 2.3.

Appears in 2 contracts

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

AutoNDA by SimpleDocs

Request by Holders. If the Company, Company shall receive at any time more than 180 days after the earlier closing date of (i) December 31, 2022, or (ii) six (6) months following the completion of a firm commitment underwritten first public offering of the Ordinary Shares securities of the Company in pursuant to an effective registration statement (other than a registration statement relating to the United States that has been registered under the Securities Act or in a similar public offering sale of the Ordinary Shares securities to employees of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on pursuant to a stock option, stock purchase or similar plan or an internationally recognized securities exchange, receives SEC Rule 145 transaction) a written request from the Holders of at least thirty percent (30%) 50% of the Registrable Securities then outstanding (“Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities with an anticipated aggregate public offering price of not less than $10,000,000 (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.3exclusive of underwriters’ discounts and commissions), then the Company shall, within ten (10) Business Days (as defined below) business days of the receipt of such written request, give written notice of such request (the Request Demand Notice”) to all Holders, Holders and use its commercially reasonable best efforts to effectto, as soon as practicable, the file a registration statement under the Securities Act of covering all Registrable Securities that the Initiating Holders request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within twenty (20) days after receipt of the Request Noticedate the Demand Notice is given, and in each case, subject only to the limitations of this Section 2.32.

Appears in 2 contracts

Samples: Investor Rights Agreement (Rocket Fuel Inc.), Investor Rights Agreement (Rocket Fuel Inc.)

Request by Holders. If the Company, Company shall receive at any time after the earlier of (i) December 31, 2022two (2) years after the date of this Agreement, or (ii) six ninety (690) months following days after the completion effective date of a firm commitment underwritten the Company's initial public offering of the Ordinary Shares of the Company in the United States that has been registered its securities pursuant to a registration filed under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchangeAct, receives a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities (other than Excluded Securities) then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.32.2, then the Company shall, within ten (10) Business Days (as defined below) business days of the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the (other than Excluded 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 2.32.2; PROVIDED, that the Registrable Securities (other than Excluded Securities) requested by all Holders to be registered pursuant to such request must (i) be at least twenty percent (20%) of all Registrable Securities (other than Excluded Securities) then outstanding and (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions ) of not less than $5,000,000, or $10,000,000 if such requested registration is the initial public offering of the Company's stock registered under the Securities Act.

Appears in 2 contracts

Samples: ' Rights Agreement (Silicon Image Inc), ' Rights Agreement (Silicon Image Inc)

Request by Holders. If the Company, Company shall receive at any time after the earlier of (i) December 31, 2022, five (5) years from the date of this Agreement or (ii) six (6) months following after the completion effective date of the first registration statement for a firm commitment underwritten public offering of the Ordinary Shares securities of the Company in (other than a registration statement relating to the United States that has been registered under the Securities Act or in a similar public offering sale of the Ordinary Shares securities to employees of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on pursuant to a stock option, stock purchase or similar plan or an internationally recognized securities exchange, receives SEC Rule 145 transaction) a written request from the Holders of at least thirty percent (30%) 20% of the Registrable Securities then outstanding (“Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration such amount of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the as would have an anticipated gross proceeds from the aggregate public offering are to exceed US$100,000,000) pursuant to this Section 2.3price of not less than $10,000,000, then the Company shall, within ten (10) Business Days (as defined below) business days of the receipt of such written request, give written notice of such request (the Request Demand Notice”) to all Holders, and use its best efforts to effectHolders and, as soon as practicable, the file a registration statement under the Securities Act of covering all Registrable Securities that the Initiating Holders request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within twenty (20) days after receipt of the Request Noticedate the Demand Notice is given, and in each case, subject only to the limitations of this Section 2.32.

Appears in 1 contract

Samples: Investor Rights Agreement (Tubemogul Inc)

Request by Holders. If the Company, Company shall receive at any time after the earlier of (i) December 31July 5, 20222002, or (ii) six (6) months following after the completion effective date of a firm commitment underwritten the Company's initial public offering of the Ordinary Shares of the Company in the United States that has been registered its securities pursuant to a registration filed under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchangeAct, receives a written request from the Holders of at least thirty percent 2,100,000 shares (30%on a common equivalent basis) of the Demand Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Demand Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.32.2, then the Company shall, within ten (10) Business Days (as defined below) business days of the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Demand Registrable Securities that the 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 2.32.2; provided that the Demand Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least fifty percent (50%) of all Demand Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $5,000,000 (or $10,000,000 if such requested registration is the initial public offering of the Company's stock registered under the Securities Act).

Appears in 1 contract

Samples: Rights Agreement (Virage Logic Corp)

Request by Holders. If the Company, Company shall receive at any time after the earlier of three (i3) December 31, 2022years from the date of this Agreement, or (ii) six (6) months following after the completion effective date of a firm commitment underwritten the Company’s initial public offering of the Ordinary Shares of the Company in the United States that has been registered its securities pursuant to a registration filed under the Securities Act or in a similar public offering of (the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchange“IPO”), receives a written request from the Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.32.2, then the Company shall, within ten twenty (1020) Business Days (as defined below) of days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the 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 2.32; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000) or Thirty Million Dollars ($30,000,000) if such requested registration is the IPO.

Appears in 1 contract

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

Request by Holders. If the Company, Company shall receive at any time after the earlier of (i) December 31, 2022, four (4) years from the date of this Agreement or (ii) six (6) months following after the completion effective date of the first registration statement for a firm commitment underwritten public offering of the Ordinary Shares securities of the Company in (other than a registration statement relating to the United States that has been registered under the Securities Act or in a similar public offering sale of the Ordinary Shares securities to employees of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on pursuant to a stock option, stock purchase or similar plan or an internationally recognized securities exchange, receives SEC Rule 145 transaction) a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding outstanding, voting together as a single class and on an as-converted basis (the “Initiating Holders”), that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the with an anticipated gross proceeds from the aggregate public offering are to exceed US$100,000,000) pursuant to this Section 2.3price of not less than $10,000,000, then the Company shall, within ten (10) Business Days (as defined below) business days of the receipt of such written request, give written notice of such request (the Request Demand Notice”) to all Holders, and use its best efforts to effectHolders and, as soon as practicable, the file a registration statement under the Securities Act of covering all Registrable Securities that the Initiating Holders request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within twenty (20) days after receipt of the Request Noticedate the Demand Notice is given, and in each case, subject only to the limitations of this Section 2.32.

Appears in 1 contract

Samples: Rights Agreement (Zuora Inc)

Request by Holders. If the Company, Company shall receive at any time ------------------ after the earlier later of (i) December 31September __, 20221998, or (ii) six (6) months following after the completion effective date of a firm commitment underwritten the Company's initial public offering of the Ordinary Shares of the Company in the United States that has been registered its securities pursuant to a registration filed under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchangeAct, receives a written request from the Holders of at least thirty percent (30%) 50% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.32.2, then the Company shall, within ten (10) Business Days (as defined below) business days of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and use its best efforts to effect, as soon as -------------- practicable, the registration under the Securities Act of all Registrable Securities that the 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 2.32.2; provided that the Registrable Securities -------- requested by all Holders to be registered pursuant to such request must either (i) be at least fifty percent (50%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $10,000,000.

Appears in 1 contract

Samples: Investors Rights Agreement (Onsale Inc)

Request by Holders. If the Company, Company receives at any time after the earlier of (i) December 31July 1, 20222001, or (ii) six one hundred eighty (6180) months following days after the completion effective date of a firm commitment underwritten the Company's initial public offering of the Ordinary Shares of the Company in the United States that has been registered its securities pursuant to a registration filed under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchangeAct, receives a written request from the Holders of at least thirty twenty percent (3020%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.32.2, then the Company shallwill, within ten (10) Business Days (as defined below) business days of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and will use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the 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 2.32.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to the first registration effected pursuant to this Section 2.2 must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $25,000,000.00; provided further that the Registrable Securities requested by all Holders to be registered pursuant to the second registration effected pursuant to this Section 2.2 must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $15,000,000.00.

Appears in 1 contract

Samples: Investors' Rights Agreement (Transmeta Corp)

Request by Holders. If the Company, Company shall receive at any time ------------------ after the earlier of (i) December 31September 30, 20222002 (except that if the Company has completed the initial public offering of its securities then the time period in 2.2(a)(ii) shall apply even after September 30, 2002), or (ii) six (6) months following after the completion effective date of a firm commitment underwritten the Company's initial public offering of the Ordinary Shares of the Company in the United States that has been registered its securities pursuant to a registration filed under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchangeAct, receives a written request from the Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.32.2, then the Company shall, within ten (10) Business Days (as defined below) business days of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and use its best efforts to effect, as soon as -------------- practicable, the registration under the Securities Act of all Registrable Securities that the 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 2.32.2; provided that the Registrable Securities -------- requested by all Holders to be registered pursuant to such request must either (i) be at least twenty-five percent (25%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $2,500,000.

Appears in 1 contract

Samples: Series B Preferred Stock Exchange Agreement (Asymetrix Learning Systems Inc)

AutoNDA by SimpleDocs

Request by Holders. If the Company, Company shall receive at any time after the earlier of (i) December 31, 2022the date that is eighteen (18) months after the date of this Agreement, or (ii) six (6) months following after the completion effective date of a firm commitment underwritten the Company's initial public offering of the Ordinary Shares of the Company in the United States that has been registered its securities pursuant to a registration statement filed under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchangeAct, receives a written request from the Holders of at least thirty percent (30%) % of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.32.2, then the Company shall, within ten (10) Business Days (as defined below) business days of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and use its best efforts to effect, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such Request Notice, the registration under the Securities Act of all Registrable Securities that the 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 2.32.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000.

Appears in 1 contract

Samples: Investors' Rights Agreement (Broadbase Software Inc)

Request by Holders. If the Company, Company shall receive at any time ------------------ after August 31, 2000, or after 180 days after the earlier effective date of (i) December 31, 2022, or (ii) six (6) months following the completion of a firm commitment underwritten Company's initial public offering of the Ordinary Shares of the Company in the United States that has been registered its securities pursuant to a registration filed under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchangeAct, receives a written request from the Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.32.2, then the Company shall, within ten (10) Business Days (as defined below) business days of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and use its best efforts to effect, as soon as practicable, and in any event within 60 days following delivery of the Request Notice, the registration under the Securities Act of all Registrable Securities that the 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 2.32.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least fifty percent (50%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $2,000,000.

Appears in 1 contract

Samples: Rights Agreement (Inktomi Corp)

Request by Holders. If the Company, Company shall receive at any time after the earlier of (i) December 31, 2022, or (ii) six (6) months following the completion earlier of (i) the date that the Company becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act"), or (ii) the effective date of a firm commitment underwritten public offering transaction in which the Company's outstanding shares of Common Stock are exchanged for shares of common stock of an entity that is subject to the periodic reporting requirements of Sections 13 or 15(d) of the Ordinary Shares of the Company in the United States that has been registered under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchangeExchange Act, receives a written request from the Holders of at least thirty percent (30%) a majority of the Registrable Securities then outstanding (the "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of at least ten percent Registrable Securities having an anticipated aggregate public offering price (10%before any underwriting discounts and commissions) of the Registrable Securities not less than two million five hundred thousand dollars (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.3$2,500,000), then the Company shall, within ten fifteen (1015) Business Days (as defined below) days of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and use its best efforts commence taking such steps as may be reasonably necessary to effect, as soon as practicable, the registration on Form S-2 (or any successor form) under the Securities Act of all Registrable Securities that the which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty fifteen (2015) days after receipt of the Request Notice, subject only to the limitations of this Section 2.31.2.

Appears in 1 contract

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

Request by Holders. If the Company, at any time after the earlier of (i) December 31, 2022, or (ii) six (6) months following the completion of a firm commitment underwritten public offering of the Ordinary Shares of the Company in fails to comply with its obligations under either Section 2(a) or 2(b) hereof within the United States that has been registered under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchange, respective time periods set forth therein and subsequently receives a written request from the Holders holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding Purchased Shares issued as of the Closing that the Company file a registration statement Registration Statement under the Securities Act (including, without limitation, a "shelf" registration statement, if requested by such holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all the Registrable Securities that any such holder desires to sell) covering the registration of at least ten percent Registrable Securities, and (10%ii) the expected gross proceeds of the sale of Registrable Securities (under such Registration Statement would equal or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.3$2,000,000, then the Company shall, within ten (10) Business Days (as defined below) business days of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holdersholders of Registrable Securities (as reflected on its register of such holders), and use its best commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders holders thereof request to be registered and included in such registration by written notice given by such Holders holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.3.

Appears in 1 contract

Samples: Registration Rights Agreement (Xoma LTD)

Request by Holders. If the Company, Company shall receive at any time after the earlier of (i) December 31, 2022, five (5) years from the date of this Agreement or (ii) six (6) months following after the completion effective date of a firm commitment underwritten the Company’s initial public offering of the Ordinary Shares of the Company in the United States that has been registered its securities pursuant to a registration filed under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchangeAct, receives a written request from the Holders of at least thirty forty percent (3040%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.32.2, then the Company shall, within ten twenty (1020) Business Days (as defined below) of days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the 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 2.32; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Seven Million Five Hundred Thousand Dollars ($7,500,000).

Appears in 1 contract

Samples: Investor Rights Agreement (SemiLEDs Corp)

Request by Holders. If (i) the Company, Company shall at any time after the earlier of one hundred and twentieth (i120th) December 31, 2022, or (ii) six (6) months following day after the completion of a firm commitment underwritten public offering of the Ordinary Shares of the Company in the United States that has been registered under the Securities Act or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchange, receives Closing receive a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then outstanding Series B Preferred issued as of the Closing, that the Company file a registration statement under the Securities Act (including, without limitation, a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Securities that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of at least ten percent Registrable Securities, and (10%ii) the expected gross proceeds of the sale of Registrable Securities (under such registration statement would equal or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.3$2,000,000, then the Company shall, within ten (10) Business Days (as defined below) business days of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and use its best commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 2.3.twenty

Appears in 1 contract

Samples: Stock Purchase and Investor Rights Agreement (Xiox Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.