Required Registrations. (a) At any time after the date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding at least 25% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b). (c) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). (d) Notwithstanding the foregoing obligations, if at the time of any request to register Registrable Shares pursuant to this Section 2.1, the Company is engaged or has plans to engage within 30 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 4 contracts

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

Required Registrations. (a) At any time after the ~~date which is six (6) months~~ earlier of December 31, 2004 or 180 days after the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, ~~a Stockholder or~~ Stockholders holding in the aggregate at least 2535% of the Registrable Shares held by the Stockholders may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $~~10,000,000~~ 5,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than ~~two~~ three registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period~~above; provided, however, that such ~~obligations~~ obligation shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). There shall be no limit to the number of registrations which may be requested and obtained pursuant to paragraph (b) above. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~1, the Company is engaged or has plans to engage within 30 90 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 2 contracts

Samples: Investor Rights Agreement (Airvana Inc), Investor Rights Agreement (Airvana Inc)

Required Registrations. (a) At any time after the ~~date which is six (6) months after the~~ closing of the ~~Company’s first firm commitment underwritten public offering~~ Initial Public Offering, each of ~~shares of Common Stock pursuant to~~ (i) Nortel Networks and (ii) a ~~Registration Statement, a Stockholder~~ Purchaser or ~~Stockholders~~ Purchasers holding in the aggregate at least 2520% of the Registrable Shares held by the Purchasers, may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such requesting Stockholder or Stockholders having an aggregate ~~offering price~~ value of at least $~~10,000,000~~ 5,000,000 (based on the then current market price or fair ~~value at~~ value). (b) At any time after the ~~time of such~~ Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders may request~~). If~~ , in writing, that the ~~Stockholders initiating~~ Company effect the registration ~~intend to distribute the~~ on Form S-3 (or such successor form), of Registrable Shares ~~by means~~ having an aggregate value of ~~an underwriting, they shall so advise~~ at least $2,000,000 (based on the ~~Company in their request.~~ then current public market price). (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 20 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject in the ~~underwriter (if any) managing~~ case of an underwritten offering to the ~~offering determines that, because of marketing factors, not all~~ approval of the ~~Registrable Shares requested to be registered by all of the Stockholders may be included~~ managing underwriter as provided in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredSection 2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-1 (or any successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so ~~register.~~ register (~~b) At any time after~~ provided, however, that in the case of a registration requested under Section 2.1(b), the Company ~~becomes eligible~~ will only be obligated to ~~file a Registration Statement~~ effect such registration on Form S-3 (or any successor ~~form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor~~ form)~~, of Registrable Shares having an aggregate offering price of at least $1,000,000~~ ). (~~based on the public market price at the time of such request).~~ d) If the ~~Stockholders initiating the registration~~ Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in ~~their request~~its written notice referred to in Section 2.1(c). ~~Upon receipt~~ The right of any other Stockholder to include its Registrable Shares in such ~~request~~registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(d) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company ~~shall promptly give written notice~~ may include the securities of such ~~proposed~~ officers, directors and Other Holders in such registration to and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter. ~~Such Stockholders~~ Notwithstanding any other provision of this Section 2.1(d), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall ~~have the right, by giving written notice~~ be excluded from such registration and underwriting to the ~~Company within ten (10) business days after~~ extent deemed advisable by the ~~Company provides its notice~~managing underwriter, ~~to elect to have~~ and if a further limitation of the number of shares is required, the number of shares that may be included in such registration ~~such~~ and underwriting shall be allocated among all holders of ~~their~~ Registrable Shares requesting registration in proportion, as ~~such Stockholders may request in such notice~~ nearly as practicable, to the respective number of ~~election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the~~ Registrable Shares requested to be registered by ~~all~~ them in the aggregate at the time of the ~~Stockholders may be included in the offering, then all Stockholders who have requested~~ respective requests for registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected were made pursuant to Section 2.1(a) or ~~this Section 2.1(b~~(b), as the case may be. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (ce) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (f) The Company shall not be required to effect more than (i) two registrations requested by Nortel Networks pursuant to clause (i) of Section 2.1(a) or (ii) more than two registrations requested by the Purchasers pursuant to clause (ii) of Section 2.1(a). No numerical limitation, however, shall apply to registrations pursuant to Section ~~2.1(a) and~~ 2.1(b). In addition, the Company shall not be required to effect ~~more~~ any registration (other than ~~two registrations pursuant~~ on Form S-3 or any successor form relating to ~~Section 2.1(b~~secondary offerings) in within six months after the effective date of any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request other Registration Statement of the ~~Stockholders requesting~~ Company. For purposes of this Section 2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4) and remains continuously effective for the lesser of (i) the period during which all Registrable Shares registered in such registration are sold and (ii) six months; provided, however, that for purposes of this Section 2.1(f), a Registration Statement shall not be counted if (x) after such Registration Statement has become effective, such registration or the related offer, sale or distribution of Registrable Shares thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration Statement are not satisfied or waived, other than by reason of the Initiating Holders. The time period referred to in Section 2.3(a)(ii) during which the Registration Statement must be kept effective shall be extended for an additional number of business days equal to the number of business days during which the right to sell shares was suspended pursuant to the preceding sentence. (dg) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 90 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than ~~once~~ twice in any 12-month period. If after a Registration Statement becomes effective, the Company advises the holders of Registrable Shares that the Company considers it appropriate that the Registration Statement be amended, the holders of such shares shall suspend any further sales of their Registrable Shares until the Company advises them that the Registration Statement has been amended. The time period referred to in Section 2.3(a)(ii) during which the Registration Statement must be kept effective shall be extended for an additional number of business days equal to the number of business days during which the right to sell shares was suspended pursuant to the preceding sentence.

Appears in 2 contracts

Samples: Investor Rights Agreement (Elastic Networks Inc), Investor Rights Agreement (Elastic Networks Inc)

Required Registrations. (a) At any time after ~~the date which is six~~ (6x) ~~months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~August 13, ~~a Stockholder~~ 2002, any Investor or ~~Stockholders~~ Investors holding at least 2550% of the Registrable Shares or (y) the earlier of one hundred eighty (180) days subsequent to an Initial Public Offering or ninety (90) days subsequent to the exercise of the right provided in subparagraph (x) immediately preceding, each of Nortel and, collectively, the Amerindo Entities, may request, in writing, that the Company effect the registration (i) on Form S-1 or Form S-2 (or any successor form) of at least 50% of the Registrable Shares owned by ~~such Stockholders~~ holder(s) having an aggregate offering price of at least $10,000,000 (based on the then current market price or fair ~~value~~ value) or (ii) on Form S-3 (or any successor form) of Registrable Shares owned by such holder(s) having a minimum aggregate offering price of at least $2,500,000 (based on the ~~time of such request~~then current market price or fair value). If the ~~Stockholders~~ Investor or Investors initiating the registration ~~intend~~ intend(s) to distribute the Registrable Shares by means of an underwriting, ~~they~~ such Investors shall so advise the Company in ~~their~~ its request. In the event such registration is underwritten, the rights of other Investors to participate in such registration shall be conditioned on such Investors' participation in such underwriting. If any such registration is underwritten, the Company in its sole discretion, will select and obtain an underwriter(s) of nationally recognized standing to administer the offering. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~other Investors. Such ~~Stockholders~~ Investors shall have the right, by giving written notice to the Company within ~~ten~~ thirty (1030) ~~business~~ days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Investors may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the Stockholders~~ Investors may not be included in the offering, then all ~~Stockholders~~ Investors who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered; and provided further, in the case of a registration initiated by the Amerindo Entities pursuant to clause (y) of this paragraph (a), the Registrable Shares held by all Investors other than the Amerindo Entities requested to be included in such registration shall be subject to reduction in accordance with the provisions of the preceding clause before any reduction is made in the number of Registrable Shares to be so included which were requested to be registered by the Amerindo Entities. In the event that the number of Registrable Shares requested to be registered by either Anschutz and/or the Tudor Entities in a registration initiated by the Amerindo Entities is reduced by more than fifty percent (50%) in accordance with the provisions of the preceding sentence, Anschutz and/or the Tudor Entities, singly or jointly, as the case may be, shall be entitled to request, in writing, that the Company effect the registration on Form S-3 (or any successor form) of Registrable Shares owned by it or them having a minimum aggregate offering price of at least $2,500,000 (based on the then current market price or fair value), and the Registrable Shares held by all Investors other than Anschutz and/or the Tudor Entities requested to be included in such registration in accordance with this paragraph (a) shall be subject to reduction in accordance with the provisions of the preceding sentence before any reduction is made in the number of Registrable Shares to be so included which were requested to be registered by Anschutz and/or the Tudor Entities. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect within ninety (90) days of receipt of such request the registration on Form ~~S-1~~ S-1, Form S-2 or Form S-3 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b). (c) The Company shall not be required to effect more than two (2) registrations pursuant to ~~Section 2.1(a~~clause (x) and ~~shall not be required to effect more than two~~ three (3) registrations pursuant to clause (y) of paragraph (a) of Section ~~2.1(b) in any 12-month period~~1 of this Article III (for a total of five registrations); provided, however, that such ~~obligations~~ obligation shall be deemed -------- ------- satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective and, if such method of disposition is a firm commitment underwritten public offering, all such Registrable Shares have been sold pursuant thereto, or (ii) been (x) withdrawn at the request of the ~~Stockholders~~ Investor(s) requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the ~~Stockholders~~ Investor(s) after the date on which such registration was requested) and (y) such Investor(s) has (have) not elected not to have such registration counted, and pay its pro rata portion of the Registration Expenses of such registration, pursuant to Article III, Section 4. In addition, the Company shall not be required to effect any registration within one hundred eighty (180) days after the effective date of any other Registration Statement on Form S- 1 or S-3 involving an underwritten offering of the Company and the Company shall not be required to file more than one Registration Statement on Form S-3 in any one (1) year period. (c) In the case of a request to register Registrable Shares pursuant to this Article III, Section 1 which is not subject to the restrictions set forth in Section 8 of this Article III, neither the Company nor the Investors shall effect any sale or distribution (except that a distribution to a partner, stockholder or affiliate of the Company or an Investor shall be permitted), including any private placement or any sale pursuant to Rule 144 or Rule 144A, of any Registrable Shares, or other equity of the Company (other than Registrable Shares included in such registration and any shares acquired in connection with the Company's initial public offering of Common Stock or in the open market following the effectiveness of the Company's first Registration Statement covering Common Stock to be sold on its behalf to the public in an underwritten offering) during the 7-day period prior to and the 90-day period (or such other period agreed to by the managing underwriter (if any)) following, the effective date of the Registration Statement in such registration. (d) Notwithstanding ~~the foregoing obligations~~subsection (c) of Section 1 of this Article III, if at the time of any request to register Registrable Shares pursuant to this Article III, Section ~~2.1~~1, the Company is engaged or has plans to engage within 30 one hundred twenty (120) days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of a majority of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ one hundred twenty (120) days from the effective date of such offering or the date of commencement of such other material activity, as the case may be, but in no event shall such delay exceed one hundred fifty (150) days from the time of any such request, and such right to delay a request to shall not be exercised by the Company ~~not~~ more than once in any 1218-month period.

Appears in 2 contracts

Samples: Investor Rights Agreement (Avici Systems Inc), Investor Rights Agreement (Avici Systems Inc)

Required Registrations. (a) At any time after ~~the date which is six (6) months after~~ November 7, 1996 but prior to the closing of the Company~~’s first firm commitment underwritten~~ 's initial public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act at a ~~Registration Statement~~price of not less than $3.30 per 2 3 share (appropriately adjusted to reflect any stock dividend, stock split, combination or other similar recapitalization affecting such shares) and resulting in at least $10,000,000 of gross proceeds to the Company (the "Initial Public Offering"), a Stockholder or Stockholders holding ~~at least 25%~~ in the aggregate a majority of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such ~~Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price~~ Stockholder or ~~fair value at the time of such request)~~Stockholders. If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the ~~Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below~~Initial Public Offering, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-1, Form S-2 or Form S-3 (or such successor ~~form~~forms relating to secondary offerings), of Registrable Shares having an aggregate offering price of at least $~~1,000,000~~ 10,000,000 (based on the then current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, ~~subject to this Section 2.1(b),~~ the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration ~~on Form S-3 (or such successor form)~~ of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than ~~two registrations~~ one registration pursuant to ~~Section 2.1(a~~paragraph (a) ~~and shall not be required to effect~~ above or more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). (d) Notwithstanding the foregoing obligations, if at the time of any request to register Registrable Shares pursuant to this Section 2.1, the Company is engaged or has plans to engage within 30 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period.pursuant

Appears in 2 contracts

Samples: Registration Rights Agreement (Flexiinternational Software Inc/Ct), Registration Rights Agreement (Flexiinternational Software Inc/Ct)

Required Registrations. (a) At any time after the ~~date which is six (6) months after the closing~~ one-year anniversary of the ~~Company’s first firm commitment underwritten public offering~~ date of ~~shares of Common Stock pursuant to a Registration Statement~~this Agreement, a ~~Stockholder~~ Purchaser or ~~Stockholders~~ Purchasers holding in the aggregate at least 2550% of the Registrable Shares then outstanding may request, in writing, that the Company file a Registration Statement covering Registrable Shares owned by such Purchaser or Purchasers having an aggregate value of at least $2,500,000 (based on the volume weighted average public market price for the five trading days preceding the date of such request). (b) At any time after the one-year anniversary of the date of this Agreement and after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Purchaser or Purchasers holding Registrable Shares having an aggregate value of at least $1,000,000 (based on the volume weighted average public market price for the five trading days preceding the date of such request), may request, in writing, that the Company effect the registration on Form ~~S-1~~ S-3 (or ~~any~~ such successor form~~) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price or fair value at the time~~ ), of such ~~request). If the Stockholders initiating the registration intend to distribute the~~ Registrable ~~Shares by means of an underwriting, they shall so advise the Company in their request.~~ Shares. (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2.1, the Company shall promptly give written notice of such proposed registration to all other Purchasers and to all Questar Stockholders. Such ~~Stockholders~~ Purchasers shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Purchasers may request in such notice of election~~; provided~~, ~~however, if~~ and the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Questar Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Questar Registrable Shares as such Questar Stockholders may request in such notice of election~~; provided~~, ~~however~~in both cases, ~~if the underwriter (if any) managing the offering Table of Contents determines that~~subject, ~~because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included~~ in the event of an underwritten offering, ~~then all Stockholders who have requested registration shall participate in~~ to the ~~registration pro rata based upon the number~~ terms of ~~Registrable Shares which they have requested to be so registered~~Section 2.1(d). Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-3 (or such successor form)~~ an appropriate registration form of all Registrable Shares and all Questar Registrable Shares which the Company has been requested to so register~~. The~~ ; provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall ~~have~~ so advise the ~~right to reasonably approve the managing underwriter~~ Company as a part of ~~any underwritten offering effected~~ their request made pursuant to Section 2.1(a) or ~~this~~ (b), as the case may be, and the Company shall include such information in its written notice referred to in Section ~~2.1(b~~2.1(c). In such event, (i) the right of any other Purchaser to include its Registrable Shares and the right of any Questar Stockholder to include any Questar Registrable Shares in such registration pursuant to Section 2.1(c), shall be conditioned upon such other Purchaser's participation and such Questar Stockholder's participation in such underwriting on the terms set forth herein, and (ii) all Purchasers including Registrable Shares and all Questar Stockholders including Questar Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Selling Stockholders materially greater than the obligations of the Selling Stockholders pursuant to Section 2.5. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Purchaser who has requested inclusion of its Registrable Shares or any Questar Stockholder who has requested inclusion of its Questar Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Purchaser or Questar Stockholder, as the case may be, may elect, by written notice to the Company, to withdraw its Registrable Shares or Questar Registrable Shares, respectively, from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that, in its discretion, market factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares and the Questar Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Purchasers and the Questar Stockholders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares and the Questar Registrable Shares, respectively, held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any Purchaser would thus be entitled to include more Registrable Shares than such Purchaser requested to be registered, the excess shall be allocated among other requesting Purchasers pro rata in the manner described in the preceding sentence. (ce) The Company shall not be required to effect (i) more than ~~two registrations~~ one registration pursuant to Section 2.1(a) and ~~shall not be required to effect more than two registrations pursuant to~~ Section 2.1(b) in any ~~12-month period; provided~~period of twelve consecutive months, ~~however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective~~ or (ii) no more than two registrations in total pursuant to Section 2.1(a) and Section 2.1(b). For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been ~~withdrawn at~~ declared effective by the Commission (unless the Initiating Holders withdraw their request ~~of the Stockholders requesting~~ for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the ~~Stockholders~~ Purchasers after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter's cut-back provisions as described in Section 2.1(d), less than 50% of the total number of Registrable Shares that Initiating Holders have requested to be included in such Registration Statement are so included. (df) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 90 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 2 contracts

Samples: Investor Rights Agreement (Touchstone Applied Science Associates Inc /Ny/), Series a Convertible Preferred Stock Purchase Agreement (Touchstone Applied Science Associates Inc /Ny/)

Required Registrations. (a) At any time after the earlier of (i) two years after the date ~~which is~~ of this Agreement or (ii) six ~~(6)~~ months after the closing of the ~~Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~Initial Public Offering, a Stockholder or Stockholders ~~holding~~ holding, in the aggregate, at least 25% of the Registrable Shares issued or issuable upon conversion of the outstanding shares of Series E Preferred Stock then held by the Purchasers may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate ~~offering price~~ value of at least $~~10,000,000~~ 3,000,000 (based on the public market price ~~or fair value at~~ on the ~~time~~ date of such request)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request.~~ . (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included subject in the ~~offering, then all Stockholders who have requested registration shall participate in~~ case of an underwritten offering to the ~~registration pro rata based upon the number~~ terms of ~~Registrable Shares which they have requested to be so registered~~Section 2.1(d). Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-1 (or any successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so register~~. (b) At any time after~~ ; provided, however, that in the case of a registration requested under Section 2.1(b), the Company ~~becomes eligible~~ will only be obligated to ~~file a Registration Statement~~ effect such registration on Form S-3 (or any successor ~~form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor~~ form)~~, of Registrable Shares having an aggregate offering price of at least $1,000,000~~ . (~~based on the public market price at the time of such request).~~ d) If the ~~Stockholders initiating the registration~~ Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such as a part of their ~~Registrable Shares as such Stockholders may~~ request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected made pursuant to Section 2.1(a) or ~~this~~ (b), as the case may be, and the Company shall include such information in its written notice referred to in Section ~~2.1(b~~2.1(c). In such event, (i) the right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder’s participation in such underwriting on the terms set forth herein, and (ii) all Stockholders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Stockholder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Stockholder may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated first among all Purchasers, second among all Existing Preferred Stockholders and thereafter among the other Stockholders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any Stockholder would thus be entitled to include more Registrable Shares than such Stockholder requested to be registered, the excess shall be allocated first among the other requesting Purchasers, second among the other requesting Existing Preferred Stockholders, and then among the other requesting Stockholders pro rata in the manner described in the preceding sentence. (ce) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a~~) and~~ ). In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any ~~12-month period; provided, however, that such obligations shall be deemed satisfied only when a~~ registration ~~statement covering~~ within six months after the ~~applicable Registrable Shares shall have (i) become~~ effective ~~or (ii) been withdrawn at the request~~ date of the ~~Stockholders requesting~~ Registration Statement relating to the Initial Public Offering. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than 50% of the total number of Registrable Shares that Stockholders have requested to be included in such Registration Statement are so included. (df) Notwithstanding the ~~foregoing obligations~~foregoing, if at the ~~time of any request~~ Company shall furnish to ~~register Registrable Shares~~ Holders requesting a Registration Statement pursuant to this Section ~~2.1~~2.1 a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) it would be materially detrimental to the Company and its stockholders for such registration statement to become effective or to remain effective as long as such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company ~~is engaged or has plans~~ shall have the right to ~~engage within 30~~ defer taking action with respect to such filing for a period of not more than forty-five (45) days ~~of the time~~ after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in ~~a registered public offering of~~ any twelve-month period; and provided further that the Company shall not register any securities for its own account or ~~is engaged in~~ that of any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that stockholder during such request be delayed for a period not in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12forty-~~month~~ five (45) day period.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Chiasma, Inc)

Required Registrations. (a) At If, at any time after the date ~~which is~~ two (2) years after the purchase of the Series A Preferred (but in no event within six (6) months after the ~~closing~~ effective date of any prior Company registration statement), within 90 days following receipt by the ~~Company’s first firm commitment underwritten public offering~~ Company of ~~shares of Common Stock pursuant to a Registration Statement,~~ written notice from a Stockholder or Stockholders holding not less than forty percent (40%) of the then outstanding Registrable Shares, which written notice requests the Company to register at least ~~25%~~ twenty percent (20%) of the then outstanding Registrable ~~Shares may request~~Shares, ~~in writing, that the Company effect the registration on Form S-1 (~~or any ~~successor form) of Registrable Shares owned by such Stockholders having an~~ lesser percentage, so long as the anticipated aggregate offering price ~~of at least~~ for such shares exceeds $10,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request5,000,000, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration of such Registrable Shares on Form S-1 or Form S-2 (or any successor ~~form~~forms) or other appropriate Registration Statement designated by such Stockholder or Stockholders holding a majority of ~~all~~ the Registrable Shares ~~which~~ to be included in the ~~Company has been requested to so register~~demand registration. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration (which may include a shelf or underwritten offering) on Form S-3 (or such successor form), of the Registrable Shares of such Stockholder or Stockholders, having an aggregate offering price of at least $1,000,000 (based on the then current public market ~~price at the time of such request~~price). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form ~~S-3 (~~S-3, or such successor form) , of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Stockholders shall have the right to require the Company to effect two demand registrations on Form S-1 or Form S-2 and an unlimited number of registrations on Form S-3 (or any successor forms) pursuant to this Section 2.2; however, a registration on Form S-1 or Form S-2 will not count for this purpose unless it becomes effective and holders are able to sell at least 50% of the Registrable Shares sought to be included in such registration. The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; providednot, however, ~~that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request~~ register any additional shares of ~~the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition~~ stock of the Company ~~which is made known~~ at the same time as a demand registration without the prior written consent of the holders of a majority of the Registrable Shares to be included in the ~~Stockholders after the date on which such registration was requested)~~demand registration. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~2.2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to Section 2.3 or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six (6) months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12one-~~month~~ year period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Lionbridge Technologies Inc /De/), Registration Rights Agreement (Jeanty Roger O)

Required Registrations. (a) At any time ~~after~~ during the ~~date which is~~ period beginning upon the earlier of (i) July 1, 2002 and (ii) the expiration of six (6) months after the date of closing of the ~~Company’s first firm commitment underwritten public offering~~ Initial Public Offering, and ending upon the tenth anniversary of ~~shares~~ the date of ~~Common Stock pursuant to a Registration Statement~~this Agreement (when the registration rights provided for in this Section 2.1(a) shall expire and terminate), a Stockholder or Stockholders holding ~~at least 25%~~ in the aggregate more than twenty percent (20%) of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having ~~an aggregate offering~~ a fair market value (based upon the closing price of the Registrable Shares on the date of the written request or the estimated market value of the shares to be registered, if no active public trading market for the Company's Common Stock then exists) of at least $~~10,000,000 (based on the market price or fair value at the time of such request)~~5,000,000. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate in such registration shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten~~ thirty (1030) ~~business~~ days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not ~~all of the Registrable Shares requested to be registered by all of the Stockholders may~~ be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(a), the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time during the period beginning upon the date upon which the Company first becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and ending upon the tenth anniversary of the date of this Agreement (when the registration rights provided for in this Section 2.1(b) shall expire and terminate), a Stockholder or Stockholders holding in the aggregate more than ten percent (10%) of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having a fair market value (based upon the closing price of the Registrable Shares on the date of the written request) of at least $1,000,000. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. The other Stockholders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then the Stockholders who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of all securities convertible thereinto). If any holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among the other requesting holders pro rata in the manner described in the preceding sentence. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than ~~two~~ three registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and~~ above, or more than one registration in any 12-month period pursuant to paragraph (b) above. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result~~ on Form S-3 or any successor form relating to secondary offerings) within six (6) months after the effective date of ~~information concerning the business or financial condition~~ any other Registration Statement of the ~~Company which is made known to the Stockholders after the date on which such registration was requested)~~Company. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section 2.1, the Company is engaged or has specific plans to engage within 30 thirty (30) days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ ninety (90) days from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 1218-month period.

Appears in 2 contracts

Samples: Stockholder Rights Agreement (Goldman Sachs Group Inc), Stockholder Rights Agreement (Storagenetworks Inc)

Required Registrations. (a) At any time after ~~the date which is~~ six (6) months after ~~the closing of the~~ Company’s ~~first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~Initial Public Offering, a an Investor Stockholder or Investor Stockholders holding in the aggregate at least ~~25%~~ a majority of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of the Registrable Shares owned by such Investor Stockholder or Investor Stockholders having an aggregate offering price ~~of at least $10,000,000~~ (based on the then current market price or fair ~~value at the time~~ value) of ~~such request)~~$5,000,000 otherwise. If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investor Stockholders to participate shall be conditioned on such Stockholders’ participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investor Stockholders. Such ~~Stockholders~~ Investor Stockholder shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investor Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Investor Stockholders may not be included in the offering, then all Investor Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. If the underwriter has not limited the number of Registrable Shares to be underwritten, the Company may include securities for its own account (or, with the consent of the holders of a majority of the Registrable Shares requested to be included in such registration, for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Shares that would otherwise have been included in such registration and underwriting will not thereby be limited. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a an Investor Stockholder or Investor Stockholders holding in the aggregate at least a majority of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the then current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all the Investor Stockholders. Such Investor Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investor Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Investor Stockholders may not be included in the offering, then all such Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. If the underwriter has not limited the number of Registrable Shares to be underwritten, the Company may include securities for its own account (or, Registrable Shares requested to be, for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Shares that would otherwise have been included in such registration and underwriting will not thereby be limited. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and~~ above (excluding any registrations pursuant to which securities are sold by the Company) in which the number of Registrable Shares included in the offering was at least 80% of the Registrable Shares requested by the Investor Stockholders to be so included. In addition, the Company shall not be required to effect any registration pursuant to paragraph (b) above within six months after the effective date of any other Registration Statement of the Company. The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(b~~paragraph (b) in above during any twelve (12-) month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~9.1, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Investor Stockholders may include Registrable Shares pursuant to Section 9.2 or is engaged in any other activity which, in the good faith determination of the ~~Company’s~~ Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to may not be exercised by the Company ~~not~~ more than once in any 12two-~~month~~ year period.

Appears in 2 contracts

Samples: Stockholders Agreement (Zynerba Pharmeceuticals, Inc.), Stockholders Agreement (Zynerba Pharmeceuticals, Inc.)

Required Registrations. (a) At any time after the earlier to occur of (i) five years after the date ~~which is~~ of this Agreement and (ii) six ~~(6)~~ months after the closing of ~~the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~an Initial Public Offering, ~~a Stockholder~~ an Initiating Holder or ~~Stockholders holding at least 25% of the Registrable Shares~~ Initiating Holders may request, in writing, that the Company effect ~~the~~ a registration on Form S-1 (or any successor form) of Registrable Shares ~~owned by such Stockholders~~ having an aggregate ~~offering price~~ value of at least $~~10,000,000~~ 5,000,000 (based on the market price or fair value at as determined by the ~~time~~ Board of Directors in its sole discretion on the date of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), an Initiating Holder or Initiating Holders or any Purchaser or Purchasers that in the aggregate hold(s) ~~and subject to paragraph (c) below, a Stockholder or Stockholders~~ Registrable Shares having an aggregate value of at least $25 million may ~~request the Company~~request, in writing, to that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate ~~offering price~~ value of at least $1,000,000 (based on the public market price at on the ~~time~~ date of such request)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request.~~ . (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~other Purchasers. Such ~~Stockholders~~ Purchasers shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Purchasers may request in such notice of election~~; provided~~, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included subject in the ~~offering, then all Stockholders who have requested registration shall participate in~~ case of an underwritten offering to the ~~registration pro rata based upon the number~~ terms of ~~Registrable Shares which they have requested to be so registered~~Section 2.1(d). Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use ~~its~~ commercially reasonable ~~best~~ efforts to effect the registration on ~~Form S-3 (or such successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so register~~. The~~ ; provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall ~~have~~ so advise the ~~right to reasonably approve the managing underwriter~~ Company as a part of ~~any underwritten offering effected~~ their request made pursuant to Section 2.1(a) or ~~this~~ (b), as the case may be, and the Company shall include such information in its written notice referred to in Section ~~2.1(b~~2.1(c). In such event, (i) the right of any other Purchaser to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Purchaser’s participation in such underwriting on the terms set forth herein, and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Purchaser may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1 or if Other Holders request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein applicable to the Purchasers. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the shares held by officers or directors of the Company and by Other Holders (other than Registrable Shares) shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting shall be allocated among all Purchasers requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any such stockholder would thus be entitled to include more shares than such stockholder requested to be registered, the excess shall be allocated among other participating stockholders pro rata in the manner described in the preceding sentence. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Shares of the Initiating Holders included in such registration below twenty five percent (25%) of the total value of securities included in such registration, unless such offering is the Company’s Initial Public Offering and such registration does not include shares of any other selling stockholders. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (ce) The Company shall not be required to effect more than ~~two~~ three registrations pursuant to Section 2.1(a) ~~and~~ or more than two registrations in any twelve-month period pursuant to Section 2.1(b). In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any ~~12-month period; provided, however, that such obligations shall be deemed satisfied only when a~~ registration ~~statement covering~~ within six months after the ~~applicable Registrable Shares shall have (i) become~~ effective ~~or (ii) been withdrawn at the request~~ date of the ~~Stockholders requesting~~ Registration Statement relating to the Initial Public Offering. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the ~~Stockholders~~ Purchasers after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than 80% of the total number of Registrable Shares that Purchasers have requested to be included in such Registration Statement are so included. (df) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the ~~Company’s~~ Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 30 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 2 contracts

Samples: Investor Rights Agreement (Constellation Pharmaceuticals Inc), Investor Rights Agreement (Constellation Pharmaceuticals Inc)

Required Registrations. (a) At any time ~~after the date which is six (6) months~~ following 180 days after the closing of the ~~Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~Initial Public Offering, a Stockholder or Stockholders ~~holding at least 25% of the Registrable Shares~~ may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate ~~offering price~~ value of at least $10,000,000 (based on the then current public market ~~price~~ price). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or ~~fair value at~~ any successor form relating to secondary offerings), a Stockholder or Stockholders may request, in writing, that the ~~time of such request). If the Stockholders initiating~~ Company effect the registration ~~intend to distribute the~~ on Form S-3 (or such successor form), of Registrable Shares ~~by means~~ having an aggregate value of ~~an underwriting, they shall so advise~~ at least $2,500,000 (based on the ~~Company in their request.~~ then current public market price). (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 15 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject in the ~~underwriter (if any) managing~~ case of an underwritten offering to the ~~offering determines that, because of marketing factors, not all~~ approval of the ~~Registrable Shares requested to be registered by all of the Stockholders may be included~~ managing underwriter as provided in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredSection 2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-1 (or any successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so ~~register.~~ register (~~b) At any time after~~ provided, however, that in the case of a registration requested under Section 2.1(b), the Company ~~becomes eligible~~ will only be obligated to ~~file a Registration Statement~~ effect such registration on Form S-3 (or any successor ~~form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor~~ form)~~, of Registrable Shares having an aggregate offering price of at least $1,000,000~~ ). (~~based on the public market price at the time of such request).~~ d) If the ~~Stockholders initiating the registration~~ Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such as a part of their ~~Registrable Shares as such Stockholders may~~ request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the managing underwriter determines that the marketing factors require a limitation of the number of shares to be underwritten, the number of Registrable Shares to be included in a Registration Statement filed pursuant to this Section ~~2.1(b)~~2.1, shall be reduced pro rata among the requesting Stockholders based on the quotient of (1) the total Registrable Shares to be included in the Registration Statement, divided by (2) the total number of Registrable Shares that requested registration. (ce) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (f) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a) ~~and~~ or more than five registrations pursuant to Section 2.1(b). In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any ~~12-month period; provided, however, that such obligations shall be deemed satisfied only when a~~ registration ~~statement covering~~ within 90 days after the ~~applicable Registrable Shares shall have (i) become~~ effective ~~or (ii) been withdrawn at the request~~ date of any other Registration Statement of the ~~Stockholders requesting~~ Company relating to an underwritten offering. For purposes of this Section 2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (dg) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to or financial statements required for the ~~material detriment of the Company~~requested registration are not then available, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 90 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 2 contracts

Samples: Investor Rights Agreement (Engage Technologies Inc), Investor Rights Agreement (Engage Technologies Inc)

Required Registrations. (a) ~~At any time~~ Commencing on the date that is 180 days after the date ~~which is six (6) months after the closing~~ of ~~the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~this Agreement, a ~~Stockholder~~ Holder or ~~Stockholders~~ Holders holding ~~at least 25%~~ a majority of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable ~~Shares owned by such Stockholders having an~~ Shares, the anticipated aggregate offering price (net of underwriting discounts and selling commissions) of which is at least $~~10,000,000 (based~~ 5,000,000. The Company shall not register any additional shares of stock of the Company on ~~the market price or fair value~~ a Registration Statement at the same time as a demand registration pursuant to this Section 2.1 without the prior written consent of ~~such request). If~~ the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all Holders holding a majority of the Registrable Shares ~~requested~~ to ~~be registered by all of the Stockholders may~~ be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so registerdemand registration. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a ~~Stockholder~~ Holder or ~~Stockholders~~ Holders holding in the aggregate at least thirty percent (30%) of the Registrable Shares then outstanding may ~~request the Company~~request, in writing, to that the Company effect the registration on Form S-3 (or such successor form), of Registrable ~~Shares having an~~ Shares, the anticipated aggregate offering price (net of underwriting discounts and selling commissions) of which is at least $~~1,000,000~~ 1,000,000. (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~other Holders in accordance with Section 5.1. Such ~~Stockholders~~ Holders shall have the right, by giving written notice to the Company within ~~ten~~ fifteen (1015) ~~business~~ days after the Company provides its registration notice, to elect to have included in such registration ~~such~~ the number of ~~their~~ Registrable Shares as such ~~Stockholders~~ Holders may request in such notice of election~~; provided~~, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included subject in the ~~offering, then all Stockholders who have requested registration shall participate in~~ case of an underwritten offering to the ~~registration pro rata based upon the number~~ terms of ~~Registrable Shares which they have requested to be so registered~~Section 2.1 (d). Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-3 (or such successor form)~~ an appropriate Registration Statement of all Registrable Shares ~~which~~ that the Company has been requested to so register; provided, however, that in the case of a registration requested under Section 2.1 (b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2.1 (a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1 (c). In such event, (i) the right of any other Holder to include his, her or its Registrable Shares in such registration pursuant to Section 2.1 (a) or (b), as the case may be, shall be conditioned upon such other Holder’s participation in such underwritten offering on the terms set forth herein, and (ii) all Holders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders pursuant to Section 2.6. The ~~Company~~ Initiating Holders shall have the right to ~~reasonably approve~~ select the managing ~~underwriter of~~ underwriter(s) for any underwritten offering ~~effected~~ requested pursuant to Section ~~2.1(a~~2.1 (a) or ~~this~~ (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Holder who has requested inclusion of his, her or its Registrable Shares in such registration as provided above disapproves of the terms of the underwritten offering, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such registration and underwritten offering. In an underwritten offering, if the managing underwriter(s) advises the Company in writing that market factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwritten offering shall be allocated among all Holders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section ~~2.1(b~~2.1 (a) or (b), as the case may be. If any Holder would thus be entitled to include more Registrable Shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata in the manner described in the preceding sentence. (ce) The Company shall not be required to effect (i) more than two (2) demand registrations pursuant to Section ~~2.1(a~~2.1 (a) ~~and~~ above; or (ii) more than two (2) Form S-3 registrations in any twelve-month period pursuant to Section 2.1 (b) above. In addition, the Company shall not be required to effect ~~more~~ any registration (other than ~~two registrations pursuant to~~ on Form S-3 or any successor form) within one hundred twenty (120) days after the effective date of any other Registration Statement of the Company. For purposes of this Section ~~2.1(b) in any 12-month period; provided~~2.1 (e), ~~however, that such obligations~~ a Registration Statement shall not be ~~deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have~~ counted (i) ~~become~~ until such time as such Registration Statement has been declared effective or by the Commission (~~ii) been withdrawn at~~ unless the Initiating Holders withdraw their request ~~of the Stockholders requesting~~ for such registration (other than as a result of information concerning the ~~business~~ business, properties, assets or condition (financial ~~condition~~ or otherwise) of the Company which is made known to the ~~Stockholders~~ Holders after the date on which such registration was requested)) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4) or (ii) if (A) less than all of the total number of Registrable Shares that Holders have requested to be included in such Registration Statement are sold or (B) the Company registers additional shares of stock of the Company on a Registration Statement at the same time as a demand registration pursuant to this Section 2.1. (df) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the ~~Company’s Board of Directors~~Board, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ ninety (90) days from the effective date of such ~~offering or the date of commencement of such other material activity~~request, ~~as the case may be,~~ provided that such right to delay a request to may not be exercised by the Company ~~not~~ more than once in any 12twelve-month period, and the Company shall thereafter promptly file a Registration Statement and cause such Registration Statement to become effective as soon as possible after filing.

Appears in 2 contracts

Samples: Investor Rights Agreement (TransMedics Group, Inc.), Investor Rights Agreement (TransMedics Group, Inc.)

Required Registrations. 1. Subject to the last sentence of Section 4.3, within 90 days following written request from a Preferred Stockholder or Preferred Stockholders holding not less than thirty-five percent (a35%) ~~At any time after the date which is six (6) months after the closing~~ of the ~~Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant~~ then outstanding Preferred Registrable Shares, Transcend shall use its best efforts to ~~a Registration Statement, a Stockholder or Stockholders holding at least 25% of the Registrable Shares may request, in writing, that the Company~~ effect the registration of such Preferred Registrable Shares on Form S-1 or Form S-2 (or any successor ~~form~~forms) or other appropriate Registration Statement designated by such Preferred Stockholder or Stockholders. Subject to the last sentence of Section 4.3, within 90 days following written request from a Common Stockholder or Common Stockholders holding not less than thirty-five percent (35%) of the then outstanding Common Registrable Shares, Transcend shall use its best efforts to effect the registration of such Common Registrable Shares ~~owned~~ on Form S-1 or Form S-2 (or any successor forms) or other appropriate Registration Statement designated by such Common Stockholder or Stockholders. Any demand registration pursuant to this Section 4.1 must be underwritten on a firm commitment basis by an investment banker of recognized national or regional standing in the United States. The right of other Stockholders ~~having an aggregate offering price of at least $10,000,000 (based~~ to participate in such underwritten registration shall be conditioned on such Stockholders' participation in such underwriting upon the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their requestsame terms and conditions. Upon receipt of any such request, ~~the Company~~ Transcend shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to ~~the Company~~ Transcend within ~~ten (10) business~~ 30 days after ~~the Company~~ Transcend provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject to the approval of the underwriter ~~(if any)~~ managing the ~~offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the~~ offering~~, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered~~. Thereupon, ~~the Company~~ Transcend shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the ~~registration~~ registration, on Form S-1 or Form S-2 (or any successor form) or such other appropriate Registration Statement designated by such Stockholder or Stockholders, of all Registrable Shares which ~~the Company~~ Transcend has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b). (c) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). (d) Notwithstanding the foregoing obligations, if at the time of any request to register Registrable Shares pursuant to this Section 2.1, the Company is engaged or has plans to engage within 30 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Transcend Therapeutics Inc), Registration Rights Agreement (Transcend Therapeutics Inc)

Required Registrations. (a) At any time after ~~the date which is~~ (i) April 3, 2012, or (ii) six ~~(6)~~ months ~~after the closing of~~ following the Company~~’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~'s Initial Public Offering, whichever is earlier, a Stockholder or Stockholders holding in the aggregate at least 2535% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 10% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate ~~offering price~~ value of at least $~~10,000,000~~ 1,000,000 (based on the then current public market ~~price or fair value at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request.~~ . (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject in the ~~underwriter (if any) managing~~ case of an underwritten offering to the ~~offering determines that, because of marketing factors, not all~~ approval of the ~~Registrable Shares requested to be registered by all of the Stockholders may be included~~ managing underwriter as provided in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredSection 2(d) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on ~~Form S-1 (or any successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so ~~register.~~ register (~~b) At any time after~~ provided, however, that in the case of a registration requested under Section 2.1(b), the Company ~~becomes eligible~~ will only be obligated to ~~file a Registration Statement~~ effect such registration on Form S-3 (or any successor ~~form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor~~ form)~~, of Registrable Shares having an aggregate offering price of at least $1,000,000~~ ). (~~based on the public market price at the time of such request).~~ d) If the ~~Stockholders initiating the registration~~ Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such as a part of their ~~Registrable Shares as such Stockholders may~~ request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any securities of the Company held by officers and directors of the Company be included in any registration for an underwritten offering requested pursuant to Sections 2.1(a) or (b) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter. Notwithstanding any other provision of this Section ~~2.1(b~~2.1(d), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Shares requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them at the time of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (ce) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (f) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a~~) and~~ ). In addition, the Company shall not be required to effect ~~more~~ any registration (other than ~~two registrations pursuant~~ on Form S-3 or any successor form relating to ~~Section 2.1(b~~secondary offerings) in within six months after the effective date of any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request other Registration Statement of the ~~Stockholders requesting~~ Company. For purposes of this Section 2.1(f), a Registration Statement shall not be counted until such ~~registration~~ time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration, other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested, and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (dg) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 120 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (A123 Systems, Inc.)

Required Registrations. (a1) At any time after the ~~date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant~~ Company becomes eligible to file a Registration ~~Statement~~Statement on Form S-3 (or any successor form relating to secondary offerings), (i) a Stockholder or Stockholders holding in the aggregate at least 2520% of the Registrable ~~Shares~~ Shares, (ii) eliance or (iii) a Stockholder or Stockholders holding in the aggregate at least 75% of the Series B Preferred Stock of the Company may request, in writing, that the Company effect the registration on Form ~~S-1~~ S-3 (or ~~any~~ such successor form) ), of Registrable Shares ~~owned by such Stockholders~~ having an aggregate ~~offering price~~ value of at least $~~10,000,000~~ 1,000,000 (based on the then current public market ~~price or fair value at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request.~~ . (2) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject in the ~~underwriter (if any) managing~~ case of an underwritten offering to the ~~offering determines that, because of marketing factors, not all~~ approval of the ~~Registrable Shares requested to be registered by all of the Stockholders may be included~~ managing underwriter as provided in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Section 2.1(d) below. (3) Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on ~~Form S-1 (or any successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so ~~register.~~ register (~~b) At any time after~~ provided, however, that the Company ~~becomes eligible~~ will only be obligated to ~~file a Registration Statement~~ effect such registration on Form S-3 (or any successor ~~form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor~~ form)~~, of Registrable Shares having an aggregate offering price of at least $1,000,000~~ ). (~~based on the public market price at the time of such request).~~ 4) If the ~~Stockholders initiating the registration~~ Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company in as a part of their ~~request. Upon receipt of any such request,~~ request made pursuant to Section 2.1(a) and the Company shall ~~promptly give~~ include such information in its written notice referred to in Section 2.1(b). The right of ~~such proposed registration~~ any other Stockholder to ~~all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides~~ include its ~~notice, to elect to have included~~ Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such ~~of their Registrable Shares as such Stockholders may request~~ other Stockholder's participation in such ~~notice of election; provided, however, if~~ underwriting on the terms set forth herein. If the managing underwriter ~~(if any) managing~~ determines that the ~~offering Table of Contents determines that, because of~~ marketing ~~factors, not all~~ factors require a limitation of the ~~Registrable Shares requested~~ number of shares to be ~~registered by all of the Stockholders may be included in the offering~~underwritten, ~~then all Stockholders who have requested registration shall participate in the registration pro rata based upon~~ the number of Registrable Shares ~~which they have requested~~ to be ~~so registered. Thereupon, subject~~ included in a Registration Statement filed pursuant to this Section ~~2.1(b)~~2.1, shall be reduced pro rata among the ~~Company shall, as expeditiously as possible, use its reasonable best efforts to effect~~ requesting Stockholders (including the ~~registration~~ Initiating Holders) based on ~~Form S-3~~ the quotient of (~~or such successor form~~1) ~~of all~~ the total Registrable Shares ~~which~~ to be included in the ~~Company has been~~ Registration Statement, divided by (2) the total number of Registrable Shares that requested ~~to so register.~~ registration. (5) The ~~Company~~ Initiating Holders shall have the right to ~~reasonably approve~~ select the managing ~~underwriter of~~ underwriter(s) for any underwritten offering ~~effected~~ requested pursuant to Section 2.1(a~~) or this Section 2.1(b~~), subject to the approval of the Company, which approval will not be unreasonably withheld. (c6) The Company shall not be required to effect more than one registration pursuant to Section 2.1(a) initiated by eliance, one registration pursuant to Section 2.1(a) initiated by the holders of Series B Preferred Stock or two registrations pursuant to Section 2.1(a) ~~and~~ initiated by Stockholders other than eliance or the holders of Series B Preferred Stock. For purposes of this Section 2.1(f), a Registration Statement shall not be ~~required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that~~ counted until such ~~obligations shall be deemed satisfied only when a registration statement covering~~ time as such Registration Statement has been declared effective by the ~~applicable Registrable Shares shall have~~ Commission (~~i) become effective or (ii) been withdrawn at~~ unless the Initiating Holders withdraw their request ~~of the Stockholders requesting~~ for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (d7) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 120 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 1 contract

Samples: Investor Rights Agreement (Webhelp Com Inc)

Required Registrations. (a) At any time after the ~~date which is~~ earlier of April 30, 2002 or six ~~(6)~~ months after the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 2530% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least $~~10,000,000~~ 30,000,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all of the other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 20 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $~~1,000,000~~ 10,000,000 (based on the then current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 20 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, ~~subject to this Section 2.1(b),~~ the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than ~~two~~ three registrations pursuant to ~~Section 2.1(a~~paragraph (a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested)above. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~1.2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to Section 1.3 or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-~~month~~ year period.

Appears in 1 contract

Samples: Investors' Rights Agreement (Ebenx Inc)

Required Registrations. (a) At any time ~~after the date which is six (6) months~~ beginning 180 days after the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 2535% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such ~~Stockholders~~ Stockholder having an aggregate offering price of at least $~~10,000,000~~ 5,000,000 (based on the then current market ~~price or fair value at the time of such request~~price). If the Stockholder or Stockholders initiating the registration ~~intend~~ intend(s) to distribute the Registrable Shares by means of an underwriting, ~~they~~ such Stockholder or Stockholders shall so advise the Company in ~~their~~ its request. In the event such registration is underwritten, the right of other Stockholders to participate in such registration shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the then current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period~~above; provided, however, that such ~~obligations~~ -------- ------- obligation shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective and, if such method of disposition is a firm commitment underwritten public offering, all such Registrable Shares have been sold pursuant thereto, or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). There shall be no limit on the number of registrations which may be requested pursuant to paragraph (b) above. In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other Registration Statement on Form S-1 of the Company. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~1, the Company is engaged or has plans to engage within 30 90 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any ~~12-~~12- month period.

Appears in 1 contract

Samples: Investor Rights Agreement (Convergent Networks Inc)

Required Registrations. (a) At any time after the ~~date which is six (6) months after the closing~~ earlier of January 15, 2006 or the Company’s ~~first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~Initial Public Offering, a an Institutional Stockholder or Stockholders holding in the aggregate at least 2540% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of the Registrable Shares owned by such Institutional Stockholder or Stockholders having an aggregate offering price of at least $~~10,000,000~~ 7,500,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Institutional Stockholders to participate shall be conditioned on such Stockholders’ participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Institutional Stockholders. Such ~~Stockholders~~ Stockholder shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Institutional Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Institutional Stockholders may not be included in the offering, then all Institutional Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. If the underwriter has not limited the number of Registrable Shares to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Shares that would otherwise have been included in such registration and underwriting will not thereby be limited. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a an Institutional Stockholder or Stockholders holding in the aggregate at least 25% of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the then current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all the Institutional Stockholders. Such ~~Stockholders~~ stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Institutional Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Institutional Stockholders may not be included in the offering, then all such Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. If the underwriter has not limited the number of Registrable Shares to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Shares that would otherwise have been included in such registration and underwriting will not thereby be limited. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and~~ above or more than three registrations pursuant to paragraph (b) above. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result~~ on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of ~~information concerning the business or financial condition~~ any other Registration Statement of the ~~Company which is made known to the Stockholders after the date on which such registration was requested)~~Company. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~9.1, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Institutional Stockholders may include Registrable Shares pursuant to Section 9.2 or is engaged in any other activity which, in the good faith determination of the ~~Company’s~~ Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to may not be exercised by the Company ~~not~~ more than once in any 12two-~~month~~ year period.

Appears in 1 contract

Samples: Stockholders Agreement (Acadia Pharmaceuticals Inc)

Required Registrations. (a) At any time after ~~the date which is~~ (i) May 6, 2011, or (ii) six ~~(6)~~ months ~~after the closing of~~ following the Company~~’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~'s Initial Public Offering, whichever is earlier, a Stockholder or Stockholders holding in the aggregate at least 2535% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 10% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate ~~offering price~~ value of at least $~~10,000,000~~ 1,000,000 (based on the then current public market ~~price or fair value at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request.~~ . (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject in the ~~underwriter (if any) managing~~ case of an underwritten offering to the ~~offering determines that, because of marketing factors, not all~~ approval of the ~~Registrable Shares requested to be registered by all of the Stockholders may be included~~ managing underwriter as provided in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredSection 2(d) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on ~~Form S-1 (or any successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so ~~register.~~ register (~~b) At any time after~~ provided, however, that in the case of a registration requested under Section 2.1(b), the Company ~~becomes eligible~~ will only be obligated to ~~file a Registration Statement~~ effect such registration on Form S-3 (or any successor ~~form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor~~ form)~~, of Registrable Shares having an aggregate offering price of at least $1,000,000~~ ). (~~based on the public market price at the time of such request).~~ d) If the ~~Stockholders initiating the registration~~ Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such as a part of their ~~Registrable Shares as such Stockholders may~~ request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any securities of the Company held by officers and directors of the Company be included in any registration for an underwritten offering requested pursuant to Sections 2.1(a) or (b) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter. Notwithstanding any other provision of this Section ~~2.1(b~~2.1(d), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Shares requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them at the time of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (ce) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (f) The Company shall not be required to effect more than two (2) registrations pursuant to Section 2.1(a~~) and~~ ). In addition, the Company shall not be required to effect ~~more~~ any registration (other than ~~two registrations pursuant~~ on Form S-3 or any successor form relating to ~~Section 2.1(b~~secondary offerings) in within six months after the effective date of any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request other Registration Statement of the ~~Stockholders requesting~~ Company. For purposes of this Section 2.1(f), a Registration Statement shall not be counted until such ~~registration~~ time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration, other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested, and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (dg) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 120 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 1 contract

Samples: Investor Rights Agreement (A123 Systems Inc)

Required Registrations. (a) At any time after the ~~date which is six (6) months after~~ earlier of November 30, 1998 and the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a ~~Stockholder~~ Shareholder or ~~Stockholders~~ Shareholders holding in the aggregate at least ~~25%~~ 500,000 of the Registrable ~~Shares~~ Shares, as adjusted for stock splits, stock dividends, recapitalizations or similar events. may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such ~~Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price~~ Shareholder or ~~fair value at the time of such request)~~Shareholders. If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Shareholders to participate shall be conditioned on such Shareholders, participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~Shareholders. Such ~~Stockholders~~ Shareholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Shareholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the Stockholders~~ Shareholders may not be included in the offering, then all ~~Stockholders~~ Shareholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so ~~registered.~~ registered Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form ~~S-1~~ S- I or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a ~~Stockholder~~ Shareholder or ~~Stockholders~~ Shareholders holding in the aggregate at least 200,000 of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all StockholdersShares. Such ~~Stockholders~~ Shareholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Shareholders may request in such notice of election~~; provided~~, ~~however,~~ provided that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the Stockholders~~ Shareholders may not be included in the offering, then all ~~Stockholders~~ Shareholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, ~~subject to this Section 2.1(b),~~ the Company shall, as expeditiously as possible, use ~~its reasonable~~ it's best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and~~ or (b) above. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result~~ on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of ~~information concerning the business or financial condition~~ any other Registration Statement of the ~~Company which is made known to the Stockholders after the date on which such registration was requested)~~Company. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Shareholders may include Registrable Shares pursuant to Section 3 or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-~~month~~ year period.

Appears in 1 contract

Samples: Registration Rights Agreement (Integrated Sensor Solutions Inc)

Required Registrations. (a) At Subject to Subsection 3.4 of Article FOURTH B of the Restated Charter, at any time after the earlier of (i) three (3) years after the date ~~which is~~ of this Agreement or (ii) six (6) months after the closing of the ~~Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~Initial Public Offering, a ~~Stockholder~~ Purchaser or ~~Stockholders~~ Purchasers holding in the aggregate at least ~~25%~~ a majority of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such ~~Stockholders~~ Purchaser or Purchasers having an aggregate ~~offering price~~ value of at least $10,000,000 (based on the market price or fair value at on the ~~time~~ date of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a ~~Stockholder~~ Purchaser or ~~Stockholders~~ Purchasers holding Registrable Shares may ~~request the Company~~request, in writing, to that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate ~~offering price~~ value of at least $~~1,000,000~~ 5,000,000 (based on the public market price at on the ~~time~~ date of such request)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request.~~ . (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~other Purchasers. Such ~~Stockholders~~ Purchasers shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Purchasers may request in such notice of election~~; provided~~, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included subject in the ~~offering, then all Stockholders who have requested registration shall participate in~~ case of an underwritten offering to the ~~registration pro rata based upon the number~~ terms of ~~Registrable Shares which they have requested to be so registered~~Section 2.1(d). Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use ~~its~~ commercially reasonable ~~best~~ efforts to effect the registration on ~~Form S-3 (or such successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so register~~. The~~ ; provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall ~~have~~ so advise the ~~right to reasonably approve the managing underwriter~~ Company as a part of ~~any underwritten offering effected~~ their request made pursuant to Section 2.1(a) or ~~this~~ (b), as the case may be, and the Company shall include such information in its written notice referred to in Section ~~2.1(b~~2.1(c). In such event, (i) the right of any other Purchaser to include its Registrable Shares in such registration pursuant to Section 2.1 (a) or (b), as the case may be, shall be conditioned upon such other Purchaser’s participation in such underwriting on the terms set forth herein, and (ii) all Purchasers, including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Purchasers materially greater than the obligations of the Purchasers pursuant to Section 2.5. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Purchaser may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then all securities held by other parties shall first be excluded, and thereafter the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Purchasers requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares which they have requested to be so registered. (ce) The Company shall not be required to ~~effect~~ effect, or to take any action to effect, more than ~~two~~ three (3) registrations pursuant to Section 2.1(a) ), and shall not be required to ~~effect~~ effect, or take any action to effect, more than two (2) registrations in any twelve (12) month period pursuant to Section 2.1(b). In addition, the Company shall not be required to effect, or to take any action to effect, any registration pursuant to Section 2.1(a) ~~in any 12~~or Section 2.1(b) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eight (180) days after the effective date of, a Company-~~month period;~~ initiated registration, provided, ~~however,~~ that the Company is actively employing in good faith commercially reasonable efforts to cause such ~~obligations shall be deemed satisfied only when a~~ registration statement ~~covering~~ to become effective. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the ~~applicable Registrable Shares shall have~~ Commission (~~i) become effective or (ii) been withdrawn at~~ unless the Initiating Holders withdraw their request ~~of the Stockholders requesting~~ for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the ~~Stockholders~~ Purchasers after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4)~~. (d) Notwithstanding~~ . For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the ~~foregoing obligations~~underwriter’s cutback provisions, ~~if at~~ less than 50% of the ~~time~~ total number of ~~any request to register~~ Registrable Shares pursuant to this Section 2.1, the Company is engaged or has plans to engage within 30 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the that Purchasers have requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be ~~exercised by the Company not more than once~~ included in ~~any 12-month period~~such Registration Statement are so included.

Appears in 1 contract

Samples: Investor Rights Agreement (Phreesia, Inc.)

Required Registrations. (a) At any time ~~after the date which is six (6) months after~~ following the closing of the ~~Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~Initial Public Offering, a Stockholder or Stockholders holding in the aggregate at least 2535% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate ~~offering price~~ value of at least $~~10,000,000~~ 5,000,000 (based on the then current market price or fair ~~value at~~ value). (b) At any time while the ~~time of such~~ Company is eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding Registrable Shares then outstanding may request~~). If~~ , in writing, that the ~~Stockholders initiating~~ Company effect the registration ~~intend to distribute the~~ on Form S-3 (or such successor form), of Registrable Shares ~~by means~~ having an aggregate value of ~~an underwriting, they shall so advise~~ at least $1,000,000 (based on the ~~Company in their request.~~ then current public market price). (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject in the ~~underwriter (if any) managing~~ case of an underwritten offering to the ~~offering determines that, because of marketing factors, not all~~ approval of the ~~Registrable Shares requested to be registered by all of the Stockholders may be included~~ managing underwriter as provided in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredSection 2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-1 (or any successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so ~~register.~~ register (~~b) At any time after~~ provided, however, that in the case of a registration requested under Section 2.1(b), the Company ~~becomes eligible~~ will only be obligated to ~~file a Registration Statement~~ effect such registration on Form S-3 (or any successor ~~form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor~~ form)~~, of Registrable Shares having an aggregate offering price of at least $1,000,000~~ ). (~~based on the public market price at the time of such request).~~ d) If the ~~Stockholders initiating the registration~~ Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such as a part of their ~~Registrable Shares as such Stockholders may~~ request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the managing underwriter determines that the marketing factors require a limitation of the number of shares to be underwritten, the number of Registrable Shares to be included in a Registration Statement filed pursuant to this Section ~~2.1(b)~~2.1, shall be reduced pro rata among the requesting Stockholders based on the quotient of (1) the total Registrable Shares to be included in the Registration Statement, divided by (2) the total number of Registrable Shares that the Stockholders requested to be included in the Registration Statement. (ce) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. (f) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a~~) and~~ ). In addition, the Company shall not be required to effect ~~more~~ any registration (other than ~~two registrations pursuant~~ on Form S-3 or any successor form relating to ~~Section 2.1(b~~secondary offerings) ~~in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering~~ within six months after the ~~applicable Registrable Shares shall have (i) become~~ effective ~~or (ii) been withdrawn at the request~~ date of the ~~Stockholders requesting~~ Registration Statement relating to the Initial Public Offering. For purposes of this Section 2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(f), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter's cut-back provisions, less than 55% of the total number of Registrable Shares that Stockholders have requested to be included in such Registration Statement are so included. (dg) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 120 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 1 contract

Samples: Investor Rights Agreement (Critical Therapeutics Inc)

Required Registrations. (a) At any time after the earlier of the second anniversary of the date ~~which is six (6) months after~~ hereof or 180 days following the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration ~~Statement~~Statement (the "First Eligible Demand Registration Date"), a Stockholder or Stockholders (other than the holder of the Prudential Warrant) holding ~~at least 25~~in the aggregate more than 50% of the Registrable Shares may request, in writing, that the Company effect the registration ~~on Form S-1 (or any successor form)~~ of Registrable Shares owned by such Stockholder or Stockholders having an aggregate anticipated offering price of at least $~~10,000,000~~ 5,000,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders and Management Stockholders to participate shall be conditioned on such person's participation in such underwriting (provided that the terms of the underwriting are consistent with this Agreement). Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders and to the Management Stockholders. Such Stockholders and Management Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 10 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders and Management Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders and Management Stockholders may not be included in the offering, then all Stockholders and Management Stockholders who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the ~~number~~ conversion into Common Stock of ~~Registrable Shares which they have requested to be so registered~~all securities convertible thereinto). Thereupon, subject to the foregoing, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. ~~The Company shall have~~ Notwithstanding anything to the ~~right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or~~ contrary contained herein, no request may be made under this Section ~~2.1(b)~~2 within 180 days after the effective date of a Registration Statement filed by the Company covering an underwritten public offering. (cb) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period~~above; provided, however, that ~~such obligations shall be deemed satisfied only when~~ a registration ~~statement covering~~ shall not count for such purposes if the ~~applicable~~ aggregate number of Registrable Shares ~~shall have (i) become effective~~ which constitutes Common Stock issued or ~~(ii) been withdrawn at the request~~ issuable upon conversion of the ~~Stockholders requesting such registration (other~~ Series D Convertible Preferred Stock constitutes less than ~~as a result of information concerning the business or financial condition~~ 25% of the ~~Company which is made known to~~ aggregate Registrable Shares included in the ~~Stockholders after the date on which such registration was requested)~~offering. (dc) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to Section 3 or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-~~month~~ year period.

Appears in 1 contract

Samples: Registration Rights Agreement (Casella Waste Systems Inc)

Required Registrations. (a) At any time after the date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding at least 25% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b). (c) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). (d) Notwithstanding the foregoing obligations, if at the time of any request to register Registrable Shares pursuant to this Section 2.1, the Company is engaged or has plans to engage within 30 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 1 contract

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

Required Registrations. (ai) At any time after ~~the date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~TBD November 30, 2003, a ~~Stockholder~~ Shareholder or ~~Stockholders~~ Shareholders holding in the aggregate at least 2550% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2, if applicable (or any successor form) ), of Registrable Shares owned by such ~~Stockholders~~ Shareholder or Shareholders having an aggregate offering price of at least $~~10,000,000~~ 3,000,000 (based on the then current public market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Shareholders to participate shall be conditioned on such Shareholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~Shareholders. Such ~~Stockholders~~ Shareholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Shareholders may request in such notice of election~~; provided~~, ~~however, if~~ subject to the approval of the underwriter ~~(if any)~~ managing the ~~offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the~~ offering~~, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered~~. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the ~~registration~~ registration, on Form S-1 or Form S-2, if applicable (or any successor form) ), of all Registrable Shares which the Company has been requested to so register. (bii) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a ~~Stockholder~~ Shareholder or ~~Stockholders~~ Shareholders holding in the aggregate at least 35% of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $~~1,000,000~~ 500,000 (based on the current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~Shareholders. Such ~~Stockholders~~ Shareholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Shareholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form ~~S-3 (~~S-3, or such successor form) , of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (ciii) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (i) ~~and~~ but may be required to effect an unlimited number of, registrations pursuant to paragraph (ii) above. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result of information concerning the business~~ on Form S-3 or ~~financial condition of the Company which is made known~~ any successor form relating to ~~the Stockholders~~ secondary offerings) within six months after the date on which such registration was requested). (d) Notwithstanding the foregoing obligations, if at the time of any request to register Registrable Shares pursuant to this Section 2.1, the Company is engaged or has plans to engage within 30 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of ~~such offering or~~ any other Registration Statement of the ~~date~~ Company. CUSIP No. 81371G 10 S 13D PAGE 24 of ~~commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period.~~62 --------------------------------------------------------------------------------

Appears in 1 contract

Samples: Series C Convertible Preferred Stock and Warrant Purchase Agreement (Nextgen Fund Ii LLC)

Required Registrations. (a) At any time after ~~the date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~June 30, 2001, a Stockholder or Stockholders holding in the aggregate at least 2551% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate ~~offering price~~ value of at least $~~10,000,000~~ 1,000,000 (based on the then current market price or fair ~~value~~ value). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at ~~the time~~ least 51% of ~~such request). If the Stockholders initiating the registration intend to distribute~~ the Registrable Shares ~~by means of an underwriting~~then outstanding may request, ~~they shall so advise~~ in writing, that the Company ~~in their request.~~ effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $1,000,000 (based on the then current public market price). (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject in the ~~underwriter (if any) managing~~ case of an underwritten offering to the ~~offering determines that, because of marketing factors, not all~~ approval of the ~~Registrable Shares requested to be registered by all of the Stockholders may be included~~ managing underwriter as provided in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredSection 2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-1 (or any successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so ~~register.~~ register (~~b) At any time after~~ provided, however, that in the case of a registration requested under Section 2.1(b), the Company ~~becomes eligible~~ will only be obligated to ~~file a Registration Statement~~ effect such registration on Form S-3 (or any successor ~~form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor~~ form)~~, of Registrable Shares having an aggregate offering price of at least $1,000,000~~ ). (~~based on the public market price at the time of such request).~~ d) If the ~~Stockholders initiating the registration~~ Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such as a part of their ~~Registrable Shares as such Stockholders may~~ request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected made pursuant to Section 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the managing underwriter determines that the marketing factors require a limitation of the number of shares to be underwritten, the number of Registrable Shares to be included in a Registration Statement filed pursuant to this Section ~~2.1(b)~~2.1, shall be reduced pro rata among the requesting Stockholders based on the quotient of (1) the total Registrable Shares to be included in the Registration Statement, divided by (2) the total number of Registrable Shares that requested registration. (ce) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (f) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a~~) and~~ ). In addition, the Company shall not be required to effect any registration on Form S-3 or any successor form relating to secondary offerings more than ~~two registrations pursuant to Section 2.1(b)~~ once in any 12twelve-month period~~; provided~~. For purposes of this Section 2.1(f), ~~however, that~~ a Registration Statement shall not be counted until such ~~obligations shall be deemed satisfied only when a registration statement covering~~ time as such Registration Statement has been declared effective by the ~~applicable Registrable Shares shall have~~ Commission (~~i) become effective or (ii) been withdrawn at~~ unless the Initiating Holders withdraw their request ~~of the Stockholders requesting~~ for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(f), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter's cut-back provisions, less than 50% of the total number of Registrable Shares that Stockholders have requested to be included in such Registration Statement are so included. (dg) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 90 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 1 contract

Samples: Securities Purchase Agreement (Essex Corporation)

Required Registrations. (a) At any time after the ~~date which is~~ earlier of (i) six (6) months after the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration ~~Statement~~Statement or (ii) the second anniversary of the date hereof, a Stockholder or Stockholders ~~holding at least 25% of~~ or XX Xxxxx (each a "Holder" and, collectively, the ~~Registrable Shares~~ "Holders") may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such ~~Stockholders~~ Holders having an aggregate offering price of at least $~~10,000,000~~ 7,500,000 (based on the market price or fair value at the time of such request)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~Holders. Such ~~Stockholders~~ Holders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Holders may request in such notice of election~~; provided, however, if~~ . If the ~~underwriter (if any) managing~~ Holders initiating the ~~offering determines that, because of marketing factors, not all of~~ registration intend to distribute the Registrable Shares ~~requested to be registered~~ by ~~all~~ means of an underwriting, they shall so advise the ~~Stockholders may be included~~ Company in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredtheir request. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a ~~Stockholder~~ Holder or ~~Stockholders~~ Holders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). ~~If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request.~~ Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~Holders. Such ~~Stockholders~~ Holders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Holders may request in such notice of election; provided, however, that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the ~~Stockholders~~ Holders may be included in the offering, ~~then~~ then, all ~~Stockholders~~ securities held by other parties shall first be excluded, and thereafter all Holders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so ~~registered~~registered (the "Requested Investor Shares"). Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to ~~reasonably~~ approve (such approval to not be unreasonably withheld) the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b). (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period~~above; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the ~~Stockholders~~ Holders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the ~~Stockholders~~ Holders after the date on which such registration was requested). (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section 2.1, the Company is engaged or has plans to engage within 30 60 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 1 contract

Samples: Investors' Rights Agreement (TechTarget Inc)

Required Registrations. (a) At any time after the ~~date which is six (6) months after the~~ closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 2550% of the Registrable Shares may request, in writing, that the Company effect the registration on Form ~~S-1~~ S-1, Form S-2, or Form S-3, as applicable (or any successor form) ), of ~~Registrable Shares~~ Xxxxxxxxxxx Xhares owned by such Stockholder or Stockholders having an aggregate offering price of at least $~~10,000,000~~ 3,000,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~Securityholders. Such ~~Stockholders~~ Securityholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ thirty days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Securityholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines in good faith that, because of marketing factors, ~~not~~ all of the Registrable ~~Shares~~ Securities requested to be registered by all ~~of the Stockholders~~ Securityholders may not be included in the offering, then all ~~Stockholders~~ Securityholders who have requested registration shall participate in the ~~registration~~ offering pro rata based upon the number of Registrable ~~Shares which~~ Securities that they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the ~~registration~~ registration, on Form ~~S-1~~ S-l, Form S- 2 or Form S-3 (or any successor form) ), of all Registrable ~~Shares which~~ Securities that the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b). (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and~~ above, except that, as to any registration, the Company will not be deemed to have effected such registration for the purposes of this paragraph (b) unless, in the case of a registration initiated by any Stockholder or Stockholders, such registration shall have permitted the Stockholders to dispose of at least the lesser of (i) 50% of the Registrable Shares or (ii) 75% of the Registrable Shares which such Stockholder or Stockholders shall have requested to be included in such registration. Furthermore, the Company shall be deemed to have effected a registration pursuant to paragraph (a) above if, in the case of a registration initiated by any Securityholder other than a Stockholder, such registration shall have permitted the Stockholders pursuant to section 10.2 hereof to dispose of at least 50% of the Registrable Shares. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result~~ on Form S-3 or any successor form relating to secondary offerings) within six (6) months after the effective date of ~~information concerning the business or financial condition~~ any other Registration Statement of the ~~Company which is made known to the Stockholders after the date on which such registration was requested)~~Company. (dc) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this ~~Section 2.1~~section 10.1, the Company is engaged or has fixed plans to engage within 30 thirty days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to section 10.2 or is engaged in any other activity ~~which~~that, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any ~~12-month~~ two year period.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Direct General Corp)

Required Registrations. (a) At If, at any time after the date ~~which is~~ two (2) years after the purchase of the Series A Preferred (but in no event within six (6) months after the ~~closing~~ effective date of any prior Company registration statement), within 90 days following receipt by the Company of written notice from a Preferred Stockholder, Preferred Stockholders, CRL, or Xxxxxx Xxxxxxx holding (or intending to convert Series A Preferred or Warrants into) not less than forty percent (40%) of the ~~Company’s first firm commitment underwritten public offering~~ then outstanding Registrable Shares, which written notice requests the Company to register at least twenty percent (20%) of the shares of Common Stock ~~pursuant to a Registration Statement, a Stockholder~~ issued or ~~Stockholders holding at least 25%~~ issuable upon conversion of the ~~Registrable Shares may request~~Series C Preferred (issued or issuable upon conversion of the Series A Preferred) or upon exercise of the Warrants, ~~in writing, that the Company effect the registration on Form S-1 (~~or any ~~successor form) of Registrable Shares owned by such Stockholders having an~~ lesser percentage, so long as the anticipated aggregate offering price ~~of at least~~ for such shares exceeds $10,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request5,000,000, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration of such Registrable Shares on Form S-1 or Form S-2 (or any successor ~~form~~forms) ~~of all Registrable Shares which the Company has been requested to so register~~or other appropriate Registration Statement designated by such Preferred Stockholder, Preferred Stockholders, CRL or Xxxxxx Xxxxxxx. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a ~~Stockholder~~ Preferred Stockholder, Preferred Stockholders, CRL or ~~Stockholders~~ Xxxxxx Xxxxxxx may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of the Registrable Shares of such Preferred Stockholder, Preferred Stockholders, CRL or Xxxxxx Xxxxxxx having an aggregate offering price of at least $1,000,000 (based on the then current public market ~~price at the time of such request~~price). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form ~~S-3 (~~S-3, or such successor form) , of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Preferred Stockholders, CRL and Xxxxxx Xxxxxxx shall have the right to require the Company to effect two demand registrations on Form S-1 or Form S-2 and an unlimited number of registrations on Form S-3 (or any successor forms) pursuant to this Section 2.2; however, a registration on Form S-1 or Form S-2 will not count for this purpose unless it becomes effective and holders are able to sell at least 50% of the Registrable Shares sought to be included in such registration. The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; providednot, however, ~~that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request~~ register any additional shares of ~~the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition~~ stock of the Company ~~which is made known~~ at the same time as a demand registration without the prior written consent of the holders of a majority of the Registrable Shares to be included in the ~~Stockholders after the date on which such registration was requested)~~demand registration. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~2.2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Preferred Stockholders, CRL and Xxxxxx Xxxxxxx may include Registrable Shares pursuant to Section 2.3 or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six (6) months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12one-~~month~~ year period.

Appears in 1 contract

Samples: Registration Rights Agreement (Lionbridge Technologies Inc /De/)

Required Registrations. (a) At any time after the ~~date which is six (6) months~~ earlier of May 19, 2007 or 180 days after the closing of the Company’s first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, ~~a Stockholder or~~ Stockholders holding in the aggregate at least 2535% of the Registrable Shares held by the Stockholders may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $~~10,000,000~~ 5,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period~~above; provided, however, that such ~~obligations~~ obligation shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). There shall be no limit to the number of registrations which may be requested and obtained pursuant to paragraph (b) above. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~1, the Company is engaged or has plans to engage within 30 90 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 1 contract

Samples: Investor Rights Agreement (Starent Networks, Corp.)

Required Registrations. (a) At any time after the ~~date which is~~ earlier of (x) July 2, 2002, or (y) six ~~(6)~~ months after the closing of the ~~Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~Initial Public Offering, a ~~Stockholder~~ Shareholder or ~~Stockholders~~ Shareholders holding in the aggregate at least 2535% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such ~~Stockholders~~ Shareholder or Shareholders having an aggregate ~~offering price~~ value of at least $~~10,000,000~~ 5,000,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a ~~Stockholder~~ Shareholder or ~~Stockholders~~ Shareholders holding in the aggregate at least 1,000,000 of the Registrable Shares then outstanding (as adjusted for stock splits, stock dividends and similar recapitalizations) may ~~request the Company~~request, in writing, to that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate ~~offering price~~ value of at least $1,000,000 (based on the then current public market ~~price~~ price); provided, that if a Shareholder requests registration at least one year after the ~~time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise~~ Initial Public Offering and the Company ~~in their request.~~ is not then eligible to use Form S-3 (or such successor form), the Company shall effect such registration on Form S-1 or Form S-2 (or any successor form). (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~other Shareholders. Such ~~Stockholders~~ Shareholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Shareholders may request in such notice of election~~; provided~~, ~~however, if~~ subject in the ~~underwriter (if any) managing~~ case of an underwritten offering to the ~~offering Table of Contents determines that, because of marketing factors, not all~~ approval of the ~~Registrable Shares requested to be registered by all of the Stockholders may be included~~ managing underwriter as provided in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredSection 2.1(d) below. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-3 (or such successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so register~~. The~~ . (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company ~~shall have the right to reasonably approve the managing underwriter~~ as a part of ~~any underwritten offering effected~~ their request made pursuant to Section 2.1(a) or ~~this~~ (b), as the case may be, and the Company shall include such information in its written notice referred to in Section ~~2.1(b~~2.1(c). The right of any other Shareholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Shareholder's participation in such underwriting on the terms set forth herein. If the managing underwriter determines that the marketing factors require a limitation of the number of shares to be underwritten, the number of Registrable Shares to be included in a Registration (e) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (cf) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a) ~~and~~ or more than three registrations pursuant to Section 2.1(b). In addition, the Company shall not be required to effect ~~more~~ any registration (other than ~~two registrations pursuant~~ on Form S-3 or any successor form relating to ~~Section 2.1(b~~secondary offerings) in within six months after the effective date of any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request other Registration Statement of the ~~Stockholders requesting~~ Company. For purposes of this Section 2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the ~~Stockholders~~ Shareholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (dg) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 90 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 1 contract

Samples: Shareholder Agreement (Edison Schools Inc)

Required Registrations. (a) ~~At any time after~~ Commencing on the ~~date which is six (6) months after~~ first anniversary of the closing of the Initial Public Offering of the Company~~’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~, a Stockholder or Stockholders holding in the aggregate at least 2550% of the Registrable Shares or stockholders holding in the aggregate at least 50% of the Series 5 Stock or the Common Stock into which the Series 5 Stock is convertible, may request, in writing, that the Company effect the registration on Form S-1 or Form SB-2 (or any successor ~~form~~forms) of Registrable Shares ~~owned by such Stockholders~~ having an anticipated net aggregate offering price in excess of ~~at least~~ $~~10,000,000~~ 5,000,000 (~~based on the market price or fair value at the time of such request~~after deducting underwriting discounts and commissions). If Any demand registration pursuant to this Section 2 must be underwritten on a firm commitment basis and the right of other Stockholders ~~initiating~~ to participate shall be conditioned on such Stockholders' participation in such underwriting upon the ~~registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~same terms and conditions. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject to the approval of the underwriter ~~(if any)~~ managing the ~~offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the~~ offering~~, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered~~. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the ~~registration~~ registrations, on Form S-1 or Form SB-2 (or any successor form) ), of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders holding in the aggregate Registrable Shares having a market value of $1,000,000, may request the Company, in writing, to effect the registration on Form S-3 (or ~~such~~ any successor form), of ~~Registrable Shares having an aggregate offering price~~ all or such portion of ~~at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute~~ the Registrable Shares ~~by means of an underwriting, they~~ as such holder or holders shall ~~so advise the Company in their request~~specify. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or ~~such~~ any successor form) of all Registrable Shares which the Company has been so requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) above provided however the Additional Stockholders shall be entitled to demand the filing of a registration statement pursuant to paragraph (a) above on not less than two occasions whether or not they have included any of their Registrable Shares in prior Registration Statements filed as a result of the demand by other Stockholders pursuant to paragraph (a) above. Unless otherwise requested by the selling Stockholders, a registration pursuant to paragraph (a) above shall not count as one of the permitted registrations until it has become effective. Unless otherwise requested by the selling Stockholders, the last registration pursuant to paragraph (a) above shall not count as one of the permitted registrations unless the holders of Registrable Shares are able to register and sell at least ninety percent (90%) of the Registrable Shares requested to be included in such registration. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result of information concerning the business~~ on Form S-3 or ~~financial condition of the Company which is made known~~ any successor form relating to ~~the Stockholders~~ secondary offerings) within six months after the date on which such registration was requested). (d) Notwithstanding the foregoing obligations, if at the time of any request to register Registrable Shares pursuant to this Section 2.1, the Company is engaged or has plans to engage within 30 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of ~~such offering or the date~~ any other Registration Statement of ~~commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period.~~the

Appears in 1 contract

Samples: Registration Rights Agreement (Dyax Corp)

Required Registrations. (a) At any time after the date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding at least 25% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the then current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the ~~number~~ conversion into Common Stock of ~~Registrable Shares which they have requested to be so registered~~all securities convertible thereinto). Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (cb) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested)above. (dc) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~1.2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to Section 1.3 or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-~~month~~ year period.

Appears in 1 contract

Samples: Registration Rights Agreement (Curis Inc)

Required Registrations. (a) At any time after the ~~date which is~~ earlier of December 1, 2001, or six ~~(6)~~ months after the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 2535% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least $~~10,000,000~~ 7,500,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to ~~all~~ an Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the ~~number~~ conversion into Common Stock of all securities convertible thereunto). For purposes of making any such reduction, each Purchaser which is a partnership, together with the affiliates, partners and retired partners of such Purchaser, the estates and family members of any such partners and retired partners and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "holder," and any pro-rata reduction with respect to such "holder" shall be based upon the aggregate amount of Registrable Shares ~~which they have requested~~ owned by all entities and individuals included in such "holder," as defined in this sentence (and the aggregate amount so allocated to such "holder" shall be ~~so registered~~allocated among the entities and individuals included in such "holder" in such manner as such Purchaser may reasonably determine). Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $~~1,000,000~~ 500,000 (based on the then current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, ~~not all~~ an of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the ~~number~~ conversion into Common Stock of all securities convertible thereunto). For purposes of making any such reduction, each Purchaser which is a partnership, together with the affiliates, partners and retired partners of such Purchaser, the estates and family members of any such partners and retired partners and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "holder," and any pro-rata reduction with respect to such "holder" shall be based upon the aggregate amount of Registrable Shares ~~which they have requested~~ owned by all entities and individuals included in such "holder," as defined in this sentence (and the aggregate amount so allocated to such "holder" shall be ~~so registered~~allocated among the entities and individuals included in such "holder" in such manner as such Purchaser may reasonably determine). Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The ~~Company~~ Stockholders shall ~~have the right~~ be entitled to ~~reasonably approve the managing underwriter~~ an unlimited number of ~~any underwritten offering effected~~ registrations pursuant to ~~Section 2.1(a) or~~ this ~~Section 2.1(b~~paragraph (b), subject to the limitations described above. (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested)above. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~1.2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to Section 1.3 or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 120 days from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-~~month~~ year period.

Appears in 1 contract

Samples: Registration Rights and Right of First Refusal Agreement (Curis Inc)

Required Registrations. (a) At any time after the ~~date which is six~~ earlier of (6i) ~~months after~~ the ~~closing~~ Initial Public Offering and (ii) the third anniversary of the ~~Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~date hereof, ~~a Stockholder~~ an Investor or ~~Stockholders~~ Investors holding in the aggregate at least 2530% of the Registrable Shares held by all Investors may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such ~~Stockholders having an~~ Investor or Investors; provided that the Registrable Shares for which registration has been requested have a reasonably anticipated aggregate offering price to the public of at least $~~10,000,000 (based on the market price or fair value at the time of such request)~~5,000,000. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice Notwithstanding anything to the ~~Company~~ contrary contained herein, no request may be made under this Section 2.1(a) within ~~ten (10) business~~ 120 days after the effective date of a registration statement filed by the Company ~~provides its notice,~~ covering a firm commitment underwritten public offering (x) that holders of Registrable Shares have initiated pursuant to ~~elect~~ this Section 2.1(a) or Section 2.1(b) or in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2.1(c) or Section 2.2 and (y) in which there shall have ~~included in such registration such of their~~ been effectively registered all Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to ~~be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested~~ which registration shall ~~participate in the registration pro rata based upon the number of Registrable Shares which they~~ have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been ~~requested to so register~~requested. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), ~~a Stockholder~~ any Investor or ~~Stockholders~~ Investors may ~~request the Company~~request, in writing, to that the Company effect the registration on Form S-3 (or such successor form), ) of Registrable Shares owned by such Investor or Investors having an a reasonably anticipated aggregate offering price to the public of at least $~~1,000,000~~ 1,000,000. (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~other Investors. Such ~~Stockholders~~ Investors shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Investors may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-3 (or such successor form)~~ the required registration form of all Registrable Shares which the Company has been requested to so register~~. The~~ . (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company ~~shall have the right to reasonably approve the managing underwriter~~ as a part of ~~any underwritten offering effected~~ their request made pursuant to Section 2.1(a) or ~~this~~ (b), as the case may be, and the Company shall include such information in its written notice referred to in Section ~~2.1(b~~2.1(c). The right of any other Investor to registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Investor’s participation in such underwriting on the terms set forth herein. (ce) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a~~) and~~ ). For purposes of this Section 2.1(e), a registration shall not be ~~required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that~~ counted until such ~~obligations shall be deemed satisfied only when~~ time as a ~~registration statement~~ Registration Statement covering the applicable Registrable Shares ~~shall have~~ has been declared effective by the Commission (~~i) become effective or (ii) been withdrawn at~~ unless the Initiating Holders withdraw their request ~~of the Stockholders requesting~~ for such registration ~~(other than as a result of information concerning~~ and elect not to pay the ~~business or financial condition of the Company which is made known~~ Registration Expenses therefor pursuant to ~~the Stockholders after the date on which such registration was requested~~Section 2.4). (df) ~~Notwithstanding the foregoing obligations~~If, if at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company ~~is engaged~~ shall furnish to the holders of Registrable Shares a certificate signed by the President or ~~has plans to engage within 30 days~~ Chief Executive Officer of the ~~time of the request in a registered public offering of securities for its own account or is engaged in any other activity which,~~ Company stating that in the good faith ~~determination~~ judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company’s ~~Board of Directors, would~~ obligation to use its best efforts to file a registration statement shall be ~~adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed~~ deferred for a period not ~~in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be~~to exceed 120 days, such right to delay a request to be exercised by the Company not more than once in any 12twelve-month period. (g) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (h) The Company shall be entitled to include in any underwritten public offering pursuant to a registration statement referred to in this Section 2.1 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Shares to be sold.

Appears in 1 contract

Samples: Investor Rights Agreement (Imprivata Inc)

Required Registrations. (ai) At any time after the ~~date which is six (6) months after~~ earlier of December 31, 2000, or the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 2550% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least $~~10,000,000~~ 3,000,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject to the approval of the underwriter ~~(if any)~~ managing the ~~offering~~ offering. If the managing underwriter determines ~~that, because of~~ that marketing ~~factors, not all~~ factors require a limitation of the ~~Registrable Shares requested~~ number of shares to be ~~registered by all of the Stockholders may be included in the offering~~underwritten, ~~then all Stockholders who have requested registration shall participate in the registration pro rata based upon~~ the number of Registrable Shares ~~which they have requested~~ to be ~~so registered~~included in a Registration Statement filed pursuant to this Section 8(c) shall be reduced pro rata among the requesting Stockholders based on the quotient of (1) the total Registrable Shares to be included in the Registration Statement, divided by (2) the total number of Registrable Shares that requested registration. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the ~~registration~~ registration, on Form S-1 or Form S-2 (or any successor form) ), of all Registrable Shares which the Company has been requested to so register. (bii) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders holding in the aggregate at least 25% of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $~~1,000,000~~ 250,000 (based on the current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form ~~S-3 (~~S-3, or such successor form) , of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (ciii) The Company shall not be required to effect more than ~~two~~ three registrations pursuant to ~~Section 2.1(a~~paragraph (i) ~~and~~ above or more than four registrations pursuant to paragraph (ii) above. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result~~ on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of ~~information concerning the business or financial condition~~ any other Registration Statement of the Company. Furthermore, the Company ~~which is made known~~ shall not be required to register, pursuant to this Section, the Registrable Shares of any holder who fails to provide promptly to the ~~Stockholders after~~ Company such information as the ~~date on~~ Company may reasonably request at any time to enable the Company to comply with any applicable law or regulation or to facilitate preparation of the Registration Statement. The Company shall not be required to effect a registration under this Section if, in the opinion of counsel for the Company, which counsel and opinion shall be acceptable to the holders of Registrable Shares, such holders of Registrable Shares may then sell all Registrable Shares proposed to be sold in the manner proposed without registration ~~was requested)~~under the Act. (div) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this ~~Section 2.1~~subsection 8(c), the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to subsection 8(d) or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any ~~12-month~~ two- year period.

Appears in 1 contract

Samples: Series C Preferred Stock Purchase Agreement (Proton Energy Systems Inc)

Required Registrations. (a) At Except as provided below, at any time after ~~the date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~November 1, ~~a Stockholder or Stockholders holding at least 25% of the Registrable Shares~~ 2002, Fleet may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredFleet. Thereupon, the Company ~~shall~~shall effect, as expeditiously as ~~possible~~possible and in any event not later than 60 days after receipt of such notice, ~~use its reasonable best efforts to effect~~ the ~~registration~~ filing of a Registration Statement on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register, and thereafter use its best efforts to effect as soon as practicable thereafter the registration of such requested Registrable Shares. If Fleet intends to distribute the Registrable Shares by means of an underwriting, it shall so advise the Company in its request. (b) At ~~any~~ such time ~~after~~ as the Company ~~becomes~~ is eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), Fleet's rights under paragraph 2(a) above shall become null and ~~subject to paragraph (c) below~~void and of no further effect, ~~a Stockholder or Stockholders~~ and Fleet may thereafter request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredShares. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as ~~possible~~possible and in any event not later than 60 days after receipt of such notice, ~~use its reasonable best efforts to~~ effect the ~~registration~~ filing of a Registration Statement on Form S-3 (or ~~such~~ any successor form) of all Registrable Shares which the Company has been requested to so register, and thereafter use its best efforts to effect as soon as practicable thereafter the registration of such requested Registrable Shares. The Company shall ~~have the right~~ advise Fleet in writing from time to ~~reasonably approve the managing underwriter of any underwritten offering effected pursuant~~ time whenever it is eligible to ~~Section 2.1(a) or this Section 2.1(b)~~file a Registration Statement on Form S-3. (c) ~~The~~ While the Company is not eligible to file a Registration Statement on Form S-3, Fleet shall be entitled to demand one registration pursuant to paragraph 2(a) above. At such time as the Company is eligible to file a Registration Statement on Form S-3 (an any successor form relating to a secondary offering), Fleet shall be entitled to demand one registration per 12-month period pursuant to paragraph 2(b) above; provided, however, that the Company shall not be required to ~~effect more than two registrations~~ file any registration pursuant to ~~Section 2.1(a~~paragraph 2(a) or (b) above unless Fleet requests registration of 100% of the Registrable Shares; and provided further, that the Company may defer making such filing for a reasonable period after the date of any such request for registration (but not in excess of 90 days) if in the good faith judgment of the Company's Board of Directors such filing would, at such time, (i) require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, (ii) require the providing of information required by the Commission that at such time the Company would be unable to provide, or (iii) adversely affect active negotiations or planning for a proposed or pending merger or acquisition. The Company's obligations with respect to paragraphs 2(a) and ~~shall not be required to effect more than two registrations pursuant to Section 2.1(b~~2(b) ~~in any 12-month period; provided, however, that such obligations~~ above shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (iA) become effective or (iiB) been withdrawn at the request of ~~the Stockholders requesting such registration~~ Fleet (other than as a result of information concerning the business or financial condition of the Company which is made known to ~~the Stockholders~~ Fleet after the date on which such registration was requested). (d) ~~Notwithstanding the foregoing obligations, if at the time~~ Not later than fifteen (15) days after receipt of ~~any request to register Registrable Shares~~ a demand for a registration pursuant to ~~this Section 2.1~~paragraph 2(a) above, the Company ~~is engaged or has plans~~ may in its sole discretion elect to ~~engage within 30 days~~ purchase from Fleet all of the ~~time of~~ Registrable Shares which the ~~request in~~ Company has been requested to so register, at a ~~registered public offering of securities for its own account or is engaged in any other activity which, in~~ price per share equal to the ~~good faith determination~~ Current Market Price of the Company~~’s Board of Directors, would be adversely affected by~~ 's Common Stock on the ~~requested registration to the material detriment~~ date of the Company's receipt of such demand, ~~then~~ in which event Fleet shall be obligated to sell such Registrable Shares to the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by and whereupon the Company ~~not more than once in any 12-month period~~shall have no further obligation under paragraph 2(a) hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Egames Inc)

Required Registrations. (a) At any time after the ~~date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~Demand Date, ~~a Stockholder or Stockholders holding at least 25% of the Registrable Shares~~ AOL may request, in writing, that the Company effect the registration on Form ~~S-1~~ S-3 (or any successor form) ), to the extent such form is then available to the Company for such registration, of Registrable Shares owned by ~~such Stockholders~~ AOL, having an aggregate ~~offering price~~ value of at least $10,000,000 (based on the then current market price or fair ~~value at the time of such request~~value). If For avoidance of doubt, the ~~Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise~~ Parties agree that the Company ~~in their request.~~ shall not be required to file a registration statement on Form S-1 or Form S-2 (or any successor form which does not allow the incorporation by reference of subsequently filed Exchange Act reports). (b) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten ~~(10) business~~ days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject in the ~~underwriter (if any) managing~~ case of an underwritten offering to the ~~offering determines that, because of marketing factors, not all~~ approval of the ~~Registrable Shares requested to be registered by all of the Stockholders may be included~~ managing underwriter as provided in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredSection 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on ~~Form S-1 (or any successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so register. (~~b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (~~c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If ~~the Stockholders initiating the registration intend~~ AOL intends to distribute the Registrable Shares covered by its request by means of an underwriting, ~~they~~ it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in ~~their request~~its written notice referred to in Section 2.1(b). ~~Upon receipt~~ The right of any other Stockholder to include its Registrable Shares in such ~~request~~registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company ~~shall promptly give written notice~~ may include the securities of such ~~proposed~~ Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter. Notwithstanding any other provision of this Section 2.1(c), if the managing underwriter advises the Company that the inclusion of all ~~Stockholders~~shares requested to be registered would adversely affect the offering, and if a limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall, except as otherwise provided in any contract to which the Company is a party, be allocated among all holders of Registrable Shares and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares held by them at the time of the request for registration made pursuant to Section 2.1(a). ~~Such Stockholders~~ For the avoidance of doubt, the Parties agree that no Stockholder shall ~~have~~ be entitled to include any shares in a registration requested pursuant to its rights under this Section 2.1 unless each Other Holder under the ~~right~~following listed agreements (which term includes AOL to the extent so provided in one of the following listed agreements) is entitled to include in such registration all of the shares of Common Stock which it desires to include and which are registrable shares under one of the following listed agreements: (1) Amended and Restated Registration Rights Agreement, dated as of February 20, 1998, as amended, among the Company, AOL, Digital City Inc. and Banyan Systems Incorporated (now, ePresence, Inc.); (2) Registration Rights Agreement dated as of December 31, 1997, between the Company and Continuum Software Inc.; (3) Amended and Restated Registration Rights Agreement dated as of May 3, 1999 between the Company and Banyan Systems Incorporated (now, ePresence, Inc.); (4) Registration Rights Agreement dated as of June 30, 1999 between the Company and CBS Corporation; and (5) Registration Rights Agreement dated as of March 7, 2000 between the Company and Banyan Systems Incorporated (now, ePresence, Inc.). If any holder of Registrable Shares or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by ~~giving~~ written notice to the ~~Company within ten (10) business days after~~ Company, and the ~~Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if~~ securities so withdrawn shall also be withdrawn from registration. If the managing underwriter ~~(if any) managing the offering Table of Contents determines that, because of marketing factors,~~ has not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon limited the number of Registrable Shares ~~which they have requested~~ or other securities to be ~~so registered. Thereupon, subject to this Section 2.1(b)~~underwritten, the Company ~~shall, as expeditiously as possible, use~~ may include securities for its ~~reasonable best efforts to effect~~ own account in such registration if the ~~registration on Form S-3 (or such successor form)~~ managing underwriter so agrees and if the number of ~~all~~ Registrable Shares and other securities which ~~the Company has~~ would otherwise have been ~~requested to so register.~~ included in such registration and underwriting will not thereby be limited. (d) The Company shall have the right to ~~reasonably approve~~ select the managing ~~underwriter of~~ underwriter(s) for any underwritten offering ~~effected~~ requested pursuant to Section 2.1(a~~) or this Section 2.1(b~~), subject to the approval of AOL, which approval will not be unreasonably withheld. (ce) The Company shall not be required to effect more than ~~two registrations~~ one registration pursuant to Section 2.1(a) of this Agreement in any twelve month period, and the Company shall not be required to effect more than a total of two registrations pursuant to Section ~~2.1(b~~2.1(a) in of this Agreement. In addition, the Company shall not be required to effect any ~~12-month period; provided, however, that such obligations shall be deemed satisfied only when a~~ registration ~~statement covering~~ within six months after the ~~applicable Registrable Shares shall have (i) become~~ effective ~~or (ii) been withdrawn at the request~~ date of any other Registration Statement of the ~~Stockholders requesting~~ Company. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless AOL withdraws its request for such registration (other than as a result of material information concerning the business or financial condition of the Company which is first made known to ~~the Stockholders~~ AOL after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). In the event AOL is, as a result of the cut-back provisions in Section 2.1(c), prohibited from selling at least 50% of the Registrable Shares with respect to which it requested registration, then such registration shall not count as a registration under this Section 2.1(e). (df) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by AOL pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of~~ registration, then the Company, ~~then~~ upon furnishing a certificate signed by an executive officer or the Chairman of the Board of the Company stating that the Board has made the foregoing determination, may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 120 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity~~request; provided, ~~as the case may be~~-------- however, ~~such right to delay a request to be exercised by~~ that the Company may not utilize this right more than ~~once~~ twice in any ~~12-~~------- twelve month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Switchboard Inc)

Required Registrations. (a) At any time after the ~~date which is~~ earlier of March 14, 2006, or six ~~(6)~~ months after the ~~closing~~ effective date of the ~~Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~Initial Public Offering, a ~~Stockholder~~ Purchaser or ~~Stockholders~~ Purchasers, holding in the aggregate at least 25(i) 50% of the Registrable Shares then outstanding if prior to the Initial Public Offering or (ii) 20% of the Registrable Shares then outstanding if after the Initial Public Offering, may ~~request,~~ request in ~~writing,~~ writing that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such ~~Stockholders~~ Purchaser or Purchasers having an aggregate ~~offering~~ price to the public of at least $~~10,000,000~~ 5,000,000 (based on the market price or fair value at on the ~~time~~ date of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a ~~Stockholder~~ Purchaser or ~~Stockholders~~ Purchasers holding Registrable Shares may ~~request the Company~~request, in writing, to that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate ~~offering~~ price to the public of at least $~~1,000,000~~ 2,000,000 (based on the public market price at on the ~~time~~ date of such request)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request.~~ . (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 3, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~other Purchasers. Such ~~Stockholders~~ Purchasers shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Purchasers may request in such notice of election~~; provided~~, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included subject in the ~~offering, then all Stockholders who have requested registration shall participate in~~ case of an underwritten offering to the ~~registration pro rata based upon the number~~ terms of ~~Registrable Shares which they have requested to be so registered~~Section 3.1(d). Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-3 (or such successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so register; provided, however, that in the case of a registration requested under Section 3.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 3.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 3.1(c). In such event, (i) the right of any other Purchaser to include its Registrable Shares in such registration pursuant to Section 3.1(a) or (b), as the case may be, shall be conditioned upon such other Purchaser's participation in such underwriting on the terms set forth herein, and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Purchasers materially greater than the obligations of the Purchasers pursuant to Section 3.5. The ~~Company~~ Initiating Holders shall have the right to ~~reasonably approve~~ select the managing underwriter(s) for any underwritten offering requested pursuant to Section 3.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of ~~any underwritten offering effected~~ shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Purchasers requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section ~~2.1(a~~3.1(a) or ~~this Section 2.1(b~~(b), as the case may be. If any Purchaser would thus be entitled to include more Registrable Shares than such Purchaser requested to be registered, the excess shall be allocated among other requesting Purchasers pro rata in the manner described in the preceding sentence. (ce) The Company shall not be required to effect more than two registrations pursuant to Section ~~2.1(a~~3.1(a) and not more than two registrations in any 12-month period pursuant to Section 3.1(b). In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any ~~12-month period; provided, however, that such obligations shall be deemed satisfied only when a~~ registration ~~statement covering~~ within six months after the ~~applicable Registrable Shares shall have (i) become~~ effective ~~or (ii) been withdrawn at the request~~ date of the ~~Stockholders requesting~~ Registration Statement relating to the Initial Public Offering. For purposes of this Section 3.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the ~~Stockholders~~ Purchasers after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 3.4). For purposes of this Section 3.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter's cut-back provisions, less than 50% of the total number of Registrable Shares that Purchasers have requested to be included in such Registration Statement are so included. (df) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section ~~2.1~~3.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 60 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 1 contract

Samples: Investor Rights Agreement (Equallogic Inc)

Required Registrations. (a) At any time ~~after~~ beginning six months following the ~~date which is six~~ Effective Date, one or more Stockholders holding in the aggregate not less than four percent (64%) ~~months after the closing~~ of the ~~Company’s first firm commitment underwritten public offering~~ total number of ~~shares~~ Registrable Shares then outstanding (provided, however, that in the case of ~~Common Stock pursuant~~ each such request, at least one of the Major Stockholders shall participate in making such request and shall be deemed to a be an Initiating Holder for purposes of such Registration Statement) may request, a in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders ~~holding~~ that, together with the Shares to be sold by all other Stockholders participating in such registration, have an aggregate value of at least ~~25%~~ fifty million dollars ($50,000,000) (based on the last reported public market price on the last business day preceding the date of such request). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), any two or more unaffiliated Stockholders holding Registrable Shares may request, in writing, that the Company effect the registration on Form ~~S-1~~ S-3 (or ~~any~~ such successor form) ), of Registrable Shares ~~owned by such Stockholders~~ having an aggregate ~~offering price~~ value of at least ten million dollars ($~~10,000,000~~ 10,000,000) (based on the last reported public market price ~~or fair value at~~ on the ~~time~~ last business day preceding the date of such request)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request.~~ . (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~other Stockholders and to any Other Holders. Such Stockholders and Other Holders shall have the right, by giving written notice to the Company within ~~ten~~ twenty (1020) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included subject in the ~~offering, then all Stockholders who have requested registration shall participate in~~ case of an underwritten offering to the ~~registration pro rata based upon the number~~ terms of ~~Registrable Shares which they have requested to be so registered~~Section 2.1(d). Thereupon, the Company shall, as expeditiously as possible, use its commercially reasonable ~~best~~ efforts to effect the registration on ~~Form S-1 (or any successor form)~~ an appropriate registration form of all Registrable Shares ~~which~~ that the Company has been requested to so register~~. (b) At any time after~~ ; provided, however, that in the case of a registration requested under Section 2.1(b), the Company ~~becomes eligible~~ will only be obligated to ~~file a Registration Statement~~ effect such registration on Form S-3 (or any successor ~~form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor~~ form)~~, of Registrable Shares having an aggregate offering price of at least $1,000,000~~ . (~~based on the public market price at the time of such request).~~ d) If the ~~Stockholders initiating the registration~~ Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such as a part of their ~~Registrable Shares as such Stockholders may~~ request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected made pursuant to Section 2.1(a) or ~~this~~ (b), as the case may be, and the Company shall include such information in its written notice referred to in Section ~~2.1(b~~2.1(c). In such event, (i) the right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein, and (ii) all Stockholders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Stockholder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Stockholder may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, (i) to the extent the Company is permitted to do so pursuant to the applicable registration rights agreements, the shares held by Other Holders (other than Registrable Shares) shall first be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, (ii) if a further reduction of the number of shares is required, the shares held by Stockholders other than the Initiating Holders shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter (and if some shares held by such Stockholders are not to be excluded then such Stockholders shall be permitted to include shares in such Registration Statement in proportion, as nearly as practicable, to the respective number of Registerable Shares then held by them), and (iii) if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting shall be allocated among all Initiating Holders in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made pursuant to Section 2.1(a) or (b), as the case may be. If any such Stockholder would thus be entitled to include more shares than such Stockholder requested to be registered, the excess shall be allocated among other participating Stockholders pro rata in the manner described above. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (ce) The Company shall not be required ~~to effect more than two registrations~~ pursuant to Section 2.1(a) ~~and shall not be required~~ to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) ~~become effective~~ more than one registration initiated by any one Major Stockholder or (ii) more than four registrations in the aggregate. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been ~~withdrawn at~~ declared effective by the Commission (unless the Initiating Holders withdraw their request ~~of the Stockholders requesting~~ for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4) and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement for a period of six months from the effective date thereof or such lesser period until all the Registrable Shares covered thereby have been sold. For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter's cut-back provisions, less than fifty percent (50%) of the total number of Registrable Shares that the Initiating Holders have requested to be included in such Registration Statement are so included. (df) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 30 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than ~~once~~ twice in any 12-month period.

Appears in 1 contract

Samples: Registration Rights Agreement (CTC Media, Inc.)

Required Registrations. (a) At any time after the ~~date which is six (6) months~~ earlier of February 26, 2003 or 180 days after the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, ~~a Stockholder or~~ Stockholders (other than the Founders) holding in the aggregate at least 2535% of the Registrable Shares held by the Stockholders (other than the Founders) may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $~~10,000,000~~ 5,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and shall not be required to effect~~ above or more than ~~two~~ three registrations pursuant to ~~Section 2.1(b~~paragraph (b) ~~in any 12-month period~~above; provided, however, that such ~~obligations~~ obligation shall -------- ------- be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~1, the Company is engaged or has plans to engage within 30 90 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any ~~12-~~12- month period.

Appears in 1 contract

Samples: Investor Rights Agreement (Sycamore Networks Inc)

Required Registrations. (a) At any time after the ~~date which is six (6)~~ earlier of June 30, 2002, or 12 months after the closing of ~~the Company’s first firm commitment underwritten public offering~~ a sale of shares of Common Stock in a bona fide firm commitment public offering pursuant to a an effective Registration ~~Statement~~Statement under the Securities Act resulting in at least $10,000,000 of gross proceeds to the Company, a Stockholder or Stockholders holding in the aggregate at least 2550% of the voting power of the Registrable Shares may request, in writing, that the Company effect the registration ~~on Form S-1 (or any successor form)~~ of the Registrable Shares owned by such ~~Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price~~ Stockholder or ~~fair value at the time of such request)~~Stockholders. If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration ~~on Form S-1 (or any successor form)~~ of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders holding Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), ) of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their requestShares. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form ~~S-3 (~~S-3, or such successor form) , of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than ~~two~~ one registration pursuant to paragraph (a) above and no more than four registrations pursuant to ~~Section 2.1(a~~paragraph (b) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested)above. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to Section 3 or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be. (e) In connection with any offering under this Section 2 involving an underwriting, the Company shall not be required to include any Registrable Shares in such ~~right to delay a request~~ underwriting unless the holders thereof participate in such underwriting. Further, if in the opinion of the underwriter managing any underwritten offering the registration of all the Registrable Shares sought to be ~~exercised by~~ included would materially and adversely affect such public offering, then the Company ~~not more than once~~ shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such material adverse effect, and any ~~12-month period~~limitation on participation in the offering will be imposed pro rata with respect to all such Registrable Shares.

Appears in 1 contract

Samples: Registration Rights Agreement (Gogo Holdings Inc)

Required Registrations. (ai) At any time after ~~the date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~TBD November 30, 2003, a ~~Stockholder~~ Shareholder or ~~Stockholders~~ Shareholders holding in the aggregate at least 2550% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2, if applicable (or any successor form) ), of Registrable Shares owned by such ~~Stockholders~~ Shareholder or Shareholders having an aggregate offering price of at least $~~10,000,000~~ 3,000,000 (based on the then current public market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Shareholders to participate shall be conditioned on such Shareholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~Shareholders. Such ~~Stockholders~~ Shareholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Shareholders may request in such notice of election~~; provided~~, ~~however, if~~ subject to the approval of the underwriter ~~(if any)~~ managing the ~~offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the~~ offering~~, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered~~. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the ~~registration~~ registration, on Form S-1 or Form S-2, if applicable (or any successor form) ), of all Registrable Shares which the Company has been requested to so register. (bii) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a ~~Stockholder~~ Shareholder or ~~Stockholders~~ Shareholders holding in the aggregate at least 35% of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $~~1,000,000~~ 500,000 (based on the current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~Shareholders. Such ~~Stockholders~~ Shareholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Shareholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form ~~S-3 (~~S-3, or such successor form) , of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (ciii) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (i) ~~and~~ but may be required to effect an unlimited number of, registrations pursuant to paragraph (ii) above. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result of information concerning the business~~ on Form S-3 or ~~financial condition of the Company which is made known~~ any successor form relating to ~~the Stockholders~~ secondary offerings) within six months after the date on which such registration was requested). (d) Notwithstanding the foregoing obligations, if at the time of any request to register Registrable Shares pursuant to this Section 2.1, the Company is engaged or has plans to engage within 30 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of ~~such offering or~~ any other Registration Statement of the ~~date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period~~Company.

Appears in 1 contract

Samples: Series C Convertible Preferred Stock and Series C Convertible Preferred Stock Warrant Purchase Agreement (Ixata Group Inc)

Required Registrations. (a) At any time after the ~~date which is six~~ earlier of (6i) ~~months after~~ the ~~closing~~ third anniversary of the ~~Company’s first firm commitment underwritten public offering~~ date of ~~shares~~ this Agreement and (ii) six month anniversary of ~~Common Stock pursuant to a Registration Statement~~the Initial Public Offering, a Preferred Stockholder or Preferred Stockholders holding in the aggregate at least ~~25%~~ a majority of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form ~~S-1~~ S-l (or any successor form) of Registrable Shares owned by such Preferred Stockholder or Preferred Stockholders having an aggregate ~~offering price~~ value of at least $~~10,000,000~~ 5,000,000 (based on the market price or fair value at on the ~~time~~ date of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Preferred Stockholder or Preferred Stockholders holding Registrable Shares may ~~request the Company~~request, in writing, to that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate ~~offering price~~ value of at least $1,000,000 (based on the public market price at on the ~~time~~ date of such request)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request.~~ . (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 3, the Company shall promptly give written notice of such proposed registration to all other Preferred Stockholders. Such Preferred Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Preferred Stockholders may request in such notice of election~~; provided~~, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included subject in the ~~offering, then all Stockholders who have requested registration shall participate in~~ case of an underwritten offering to the ~~registration pro rata based upon the number~~ terms of ~~Registrable Shares which they have requested to be so registered~~Section 3.1(d). Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-3 (or such successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so register; provided, however, that in the case of a registration requested under Section 3.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 3.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 3.1(c). In such event, (i) the right of any other Preferred Stockholder to include its Registrable Shares in such registration pursuant to Section 3.1(a) or (b), as the case may be, shall be conditioned upon such other Preferred Stockholder’s participation in such underwriting on the terms set forth herein, and (ii) all Preferred Stockholders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Preferred Stockholders materially greater than the obligations of the Preferred Stockholders pursuant to Section 3.5 (and in no event shall such obligations exceed an amount equal to the net proceeds to such Preferred Stockholder of Registrable Shares sold in connection with the applicable registration). The ~~Company~~ Initiating Holders shall have the right to ~~reasonably approve~~ select the managing underwriter(s) for any underwritten offering requested pursuant to Section 3.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Preferred Stockholder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Preferred Stockholder may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of ~~any underwritten offering effected~~ shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Preferred Stockholders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section ~~2.1(a~~3.1(a) or ~~this Section 2.1(b~~(b), as the case may be. If any Preferred Stockholder would thus be entitled to include more Registrable Shares than such Preferred Stockholder requested to be registered, the excess shall be allocated among other requesting Preferred Stockholders pro rata in the manner described in the preceding sentence. (ce) The Company shall not be required to effect more than two registrations pursuant to Section ~~2.1(a) and~~ 3.1(a). In addition, the Company shall not be required to effect ~~more than two registrations pursuant to~~ any registration within 12 months after the effective date of another Registration Statement. For purposes of this Section ~~2.1(b) in any 12-month period; provided~~3.1(e), ~~however~~a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Preferred Stockholders after the date on which such registration was requested, and elect not to pay the Registration Expenses therefor pursuant to Section 3.4). For purposes of this Section 3.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than 50% of the total number of Registrable Shares that Preferred Stockholders have requested to be included in such Registration Statement are so included. (df) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section ~~2.1~~3.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 30 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 1 contract

Samples: Investor Rights Agreement (Zeltiq Aesthetics Inc)

Required Registrations. (a) At any time after the ~~date which is six (6) months after the closing~~ earlier of January 15, 2001 or the Company~~’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~'s Initial Public Offering, a an Institutional Stockholder or Stockholders holding in the aggregate at least 2540% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of the Registrable Shares owned by such Institutional Stockholder or Stockholders having an aggregate offering price of at least $~~10,000,000~~ 7,500,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Institutional Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Institutional Stockholders. Such ~~Stockholders~~ Stockholder shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Institutional Stockholders may request in such notice of election; ~~provided, however,~~ PROVIDED that if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Institutional Stockholders may not be included in the offering, then all Institutional Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. If the underwriter has not limited the number of Registrable Shares to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Shares that would otherwise have been included in such registration and underwriting will not thereby be limited. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a an Institutional Stockholder or Stockholders holding in the aggregate at least 25% of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $~~1,000,000~~ 500,000 (based on the then current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all the Institutional Stockholders. Such ~~Stockholders~~ stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Institutional Stockholders may request in such notice of election; ~~provided, however,~~ PROVIDED that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Institutional Stockholders may not be included in the offering, then all such Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. If the underwriter has not limited the number of Registrable Shares to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Shares that would otherwise have been included in such registration and underwriting will not thereby be limited. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and~~ above or more than three registrations pursuant to paragraph (b) above. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result~~ on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of ~~information concerning the business or financial condition~~ any other Registration Statement of the ~~Company which is made known to the Stockholders after the date on which such registration was requested)~~Company. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~9.1, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Institutional Stockholders may include Registrable Shares pursuant to Section 9.2 or is engaged in any other activity which, in the good faith determination of the ~~Company’s~~ Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to may not be exercised by the Company ~~not~~ more than once in any 12two-~~month~~ year period.

Appears in 1 contract

Samples: Stockholders Agreement (Acadia Pharmaceuticals Inc)

Required Registrations. (a) At any time after the ~~date which is six (6) months after~~ earlier of December 31, 1992, or the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a ~~Stockholder~~ Purchaser or ~~Stockholders~~ Purchasers holding in the aggregate at least 2533% of the ~~Registrable~~ Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least $~~10,000,000~~ 750,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject to the approval of the underwriter, if any, managing the offering; provided, ~~however, if the underwriter (if any) managing the offering determines~~ that, ~~because~~ in the event the Company is unable to effect the registration of ~~marketing factors, not~~ all ~~of the~~ Registrable Shares which it is requested to be register, each Stockholder who has requested to have shares registered ~~by all of~~ shall have the ~~Stockholders may be included in the offering, then all Stockholders who~~ right to have ~~requested registration shall participate in the registration~~ registered no more than its pro rata ~~based upon~~ share (i.e., a fraction, the numerator of which is the number of Registrable Shares owned by such Stockholder and the denominator of which ~~they have requested to be so~~ is the total number of Registrable Shares owned by the Stockholders requesting registration) of the shares being registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the ~~registration~~ registration, on Form S-1 or Form S-2 (or any successor form) ), of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders holding in the aggregate at least 25% of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $~~1,000,000~~ 250,000 (based on the current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form ~~S-3 (~~S-3, or such successor form) , of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and~~ above or more than four registrations pursuant to paragraph (b) above. The Company shall not be obligated to file or seek to be declared effective any Registration Statement if the Company would be required by the Commission to include audited financial statements as of any date other than the end of its fiscal year. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result~~ on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of ~~information concerning the business or financial condition~~ any other Registration Statement of the ~~Company which is made known to the Stockholders after the date on which such registration was requested)~~Company. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this ~~Section 2.1~~subsection 11.3, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to subsection 11.4 or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any ~~12-month~~ two year period.

Appears in 1 contract

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

Required Registrations. (a) At any time after ~~the date which is six (6) months after~~ 180 days following the closing of the Company’s first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, ~~a Stockholder or~~ (i) Stockholders (other than the Founders and Columbia) holding in the aggregate at least 2550% of the Registrable Shares held by the Stockholders (other than the Founders and Columbia), or (ii) Stockholders (other than the Founders and Columbia) holding Registrable Shares having an aggregate offering price of not less than $20,000,000 (based on the public market price estimated in good faith by the Company’s Board of Directors and net of any underwriting discounts and commissions), may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholders ~~having an aggregate offering price of at least $10,000,000~~ (~~based on the market price~~ other than Founders or ~~fair value at the time of~~ Columbia) (such ~~request~~registration, a “Demand Registration”). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such requestThereupon, the Company ~~shall promptly~~ shall, within ten (10) days of the receipt of the request, give written notice of such ~~proposed registration~~ request to all ~~Stockholders. Such~~ Stockholders ~~shall have~~ (other than the ~~right, by giving written notice to the Company within ten (10~~Founders and Columbia) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company and shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the ~~Company has been requested~~ Stockholders (other than the Founders and Columbia) request to ~~so register~~be registered within twenty (20) days of the mailing of such notice by the Company. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price ~~of at least~~ greater than $1,000,000 (based on the public market price at the time of such request) (such registration, an “S-3 Registration”). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such requestThereupon, the Company ~~shall promptly~~ shall, within ten (10) days of the receipt of the request, give written notice of such ~~proposed registration~~ request to all ~~Stockholders. Such~~ Stockholders ~~shall have~~ (other than the ~~right, by giving written notice to the Company within ten (10~~Founders and Columbia) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company and shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the ~~Company has been requested~~ Stockholders (other than the Founders and Columbia) request to ~~so register. The Company shall have~~ be registered within twenty (20) days of the ~~right to reasonably approve~~ mailing of such notice by the ~~managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~Company. (c) ~~The~~ Notwithstanding the foregoing, with respect to Demand Registrations, the Company shall not be required to (i) effect more than two ~~registrations~~ Demand Registrations pursuant to ~~Section 2.1(a~~paragraph (a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective above or (ii) ~~been withdrawn~~ effect any Demand Registrations during the 90 day period following the effective date of any prior Registration Statement, and no registration pursuant to paragraph (a) above shall be considered a Demand Registration hereunder unless at ~~the request~~ least 80% of the Registrable Shares which the Stockholders ~~requesting~~ request to be registered in such registration ~~(other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which~~ are actually registered and sold in such ~~registration was requested)~~registration. (d) Notwithstanding the ~~foregoing obligations~~foregoing, if with respect to S-3 Registrations, the Company shall not be required to the more than two S-3 Registrations pursuant to paragraph (b) above in any twelve (12) month period. (e) If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~3.1, the Company is engaged or has plans to ~~engage~~ engage, within 30 90 days of the time of the ~~request~~ request, in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 90 days from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any ~~12-~~12 month period.

Appears in 1 contract

Samples: Investor Rights Agreement (Cotherix Inc)

Required Registrations. (a) At any time after the ~~date which is six~~ earlier of (6i) ~~months after~~ April 15, 2003 or (ii) the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 2550% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least $~~10,000,000~~ 5,000,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten~~ thirty (1030) ~~business~~ days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the ~~registration~~ offering pro rata based upon the number of Registrable Shares ~~which~~ that they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the ~~registration~~ registration, on Form S-1 or Form S-2 (or any successor form) ), of all Registrable Shares ~~which~~ that the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders holding in the aggregate at least 50% of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $~~1,000,000~~ 5,000,000 (based on the current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten~~ thirty (1030) ~~business~~ days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the ~~registration~~ offering pro rata based upon the number of Registrable Shares ~~which~~ that they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form ~~S-3 (~~S-3, or such successor form) , of all Registrable Shares ~~which~~ that the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and~~ above or more than four registrations pursuant to paragraph (b) above. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result~~ on Form S-3 or any successor form relating to secondary offerings) within six (6) months after the effective date of ~~information concerning the business or financial condition~~ any other Registration Statement of the ~~Company which is made known to the Stockholders after the date on which such registration was requested)~~Company. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this ~~Section 2.1~~subsection 9.3, the Company is engaged or has fixed plans to engage within 30 thirty (30) days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to subsection 9.4 or is engaged in any other activity ~~which~~that, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any ~~12-month~~ two year period.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Energy Partners LTD)

Required Registrations. (a) At any time after the ~~date which is six (6) months after the closing~~ end of the ~~Company’s first firm commitment underwritten public offering of shares of Common Stock~~ nine-month period following the Initial Public Offering pursuant to a Registration Statement, a ~~Stockholder~~ Shareholder or ~~Stockholders~~ Shareholders holding in the aggregate at least ~~25%~~ thirty percent of the Registrable Shares may request, in writing, that the Company effect the registration on Form ~~S-1~~ S-1, or if available, Form S-3 (or any successor form) of Registrable Shares owned by such ~~Stockholders~~ Shareholder or Shareholders having an aggregate offering price of at least $~~10,000,000~~ 1,000,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their ~~request~~request of such intention and of their selection of an underwriter (which selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld). In the event such registration is underwritten, the right of other Shareholders to participate shall be conditioned on such Shareholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~Shareholders. Such ~~Stockholders~~ Shareholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as ~~such Stockholders~~ they may request in such notice of election~~; provided, however, if~~ . If in the opinion of the managing underwriter ~~(if any) managing~~ the ~~offering determines that, because~~ registration of ~~marketing factors, not~~ all of the Registrable Shares which the Shareholders have requested to be ~~registered by all of the Stockholders may be~~ included ~~in the~~ would materially and adversely affect such public offering, then ~~all Stockholders who have requested registration shall participate in the registration pro rata based upon the~~ only that number of Registrable Shares which ~~they have requested to~~ the managing underwriter believes may be ~~so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to~~ sold without causing such material adverse effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the ~~offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number~~ underwriting. The Shareholders of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b). (c) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). (d) Notwithstanding the foregoing obligations, if at the time of any request to register Registrable Shares pursuant to this Section 2.1, the Company is engaged or has plans to engage within 30 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period.who

Appears in 1 contract

Samples: Registration Rights Agreement (Genomic Solutions Inc)

Required Registrations. (a) At any time after the date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding at least 25% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the then current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the ~~number~~ conversion into Common Stock of ~~Registrable Shares which they have requested to be so registered~~all securities convertible thereinto). Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (cb) The Company shall not be required to effect more than ~~two~~ three registrations pursuant to ~~Section 2.1(a~~paragraph (a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested)above. (dc) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~1.2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to Section 1.3 or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any ~~12-month~~ two- year period. (d) The Company shall not be required to register under this Section 1.2 any Registrable Shares then eligible for resale under Rule 144(k) under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Curis Inc)

Required Registrations. (ai) At any time after the ~~date which is~~ earlier to occur of (A) six ~~(6)~~ months after the closing of the ~~Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~Initial Public Offering and (B) January 21, 2008, a Series C Preferred Stockholder or Series C Preferred Stockholders holding in the aggregate at least 2540% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Series C Preferred Stockholder or Series C Preferred Stockholders having an aggregate ~~offering price~~ value of at least $~~10,000,000~~ 5,000,000 (based on the market price or fair value at on the ~~time~~ date of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (bii) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Series C Preferred Stockholder or Series C Preferred Stockholders holding Registrable Shares may ~~request the Company~~request, in writing, to that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate ~~offering price~~ value of at least $~~1,000,000~~ 2,000,000 (based on the public market price at on the ~~time~~ date of such request)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request.~~ . (iii) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Preferred Stockholders. Such Preferred Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such number of their Registrable Shares as such Preferred Stockholders may request in such notice of election~~; provided~~, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included subject in the ~~offering, then all Stockholders who have requested registration shall participate in~~ case of an underwritten offering to the ~~registration pro rata based upon the number~~ terms of ~~Registrable Shares which they have requested to be so registered~~Section 2(a)(iv) below. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-3 (or such successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so register; provided, however, that in the case of a registration requested under Section 2(a)(ii), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (iv) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2(a)(i) or (ii), as the case may be, and the Company shall include such information in its written notice referred to in Section 2(a)(iii). In such event, (i) the right of any other Preferred Stockholder to include its Registrable Shares in such registration pursuant to Section 2(a)(i) or (ii), as the case may be, shall be conditioned upon such other Preferred Stockholders' participation in such underwriting on the terms set forth herein, and (ii) all Preferred Stockholders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Preferred Stockholders materially greater than the obligations of the Preferred Stockholders pursuant to Section 2(e) herein. The ~~Company~~ Initiating Holders shall have the right to ~~reasonably approve~~ select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2(a)(i) or (ii), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Preferred Stockholder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of ~~any underwritten offering effected~~ shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Preferred Stockholders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section ~~2.1(a~~2(a)(i) or ~~this Section 2.1(b~~(ii), as the case may be. If any Preferred Stockholder would thus be entitled to include more Registrable Shares than such Preferred Stockholder requested to be registered, the excess shall be allocated among other requesting Preferred Stockholders pro rata in the manner described in the preceding sentence. (cv) The Company shall not be required to effect more than two registrations in the aggregate pursuant to Section ~~2.1(a~~2(a)(i) ~~and~~ or more than two registrations in any twelve month period pursuant to Section 2(a)(ii). In addition, the Company shall not be required to effect ~~more than two registrations~~ any registration pursuant to Section ~~2.1(b~~2(a)(i): (A) in within six months after the closing of the Initial Public Offering or (B) if the Company delivers notice to the holders of Registrable Shares within 30 days of any ~~12-month period; provided, however, that such obligations shall be deemed satisfied only when~~ registration request of its intent to file a registration statement ~~covering~~ for a public offering within 90 days, provided that the ~~applicable Registrable Shares~~ Company, shall, in good faith, use its best efforts to cause such registration statement to become effective. For purposes of this Section 2(a)(v), a Registration Statement shall ~~have~~ not be counted as having been effected until such time as such Registration Statement has been declared effective by the Commission (~~i) become effective or (ii) been withdrawn at~~ unless the Initiating Holders withdraw their request ~~of the Stockholders requesting~~ for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Preferred Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2(d)). For purposes of this Section 2(a)(v), a Registration Statement shall not be counted as having been effected if, as a result of an exercise of the underwriter's cut-back provisions, less than 50% of the total number of Registrable Shares that Preferred Stockholders have requested to be included in such Registration Statement are so included. (dvi) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section ~~2.1~~2(a), the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company~~’s Board~~ 's board of ~~Directors~~directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 90 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Appears in 1 contract

Samples: Stockholders Agreement (Predix Pharmaceuticals Holdings Inc)

Required Registrations. (a) At any time ~~after~~ following the ~~date which is~~ earlier of: (i) three years from closing or (ii) six ~~(6)~~ months after the ~~closing of the~~ Company~~’s first firm commitment underwritten~~ 's initial public ~~offering of shares of Common Stock pursuant to a Registration Statement~~offering, and within 90 days following written notice from a Stockholder or Stockholders holding ~~at least 25%~~ (or intending to convert Shares into) not less than forty percent (40%) of the then outstanding Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such requestShares, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration of such Registrable Shares on Form S-1 or Form S-2 (or any successor ~~form~~forms) ~~of all Registrable Shares which the Company has been requested to so register~~or other appropriate Registration Statement designated by such Stockholder or Stockholders. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of the Registrable Shares of such Stockholder or Stockholders having an aggregate offering price of at least $1,000,000 (based on the then current public market ~~price at the time of such request~~price). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form ~~S-3 (~~S-3, or such successor form) , of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Stockholders shall have the right to require the Company ~~shall not be required~~ to effect ~~more than~~ two demand registrations on Form S-1 or Form S-2 and an unlimited number of registrations on Form S-3 (or any successor forms) pursuant to this Section ~~2.1(a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period~~2.2; ~~provided,~~ however, ~~that such obligations shall be deemed satisfied only when~~ a registration ~~statement covering the applicable Registrable Shares shall have~~ on Form S-1 or Form S-2 will not count for this purpose (i) ~~become~~ unless it becomes effective and holders are able to sell at least 80% of the Registrable Shares sought to be included in such registration, or (ii) ~~been withdrawn at~~ if the ~~request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition~~ Company elects to sell stock of the Company ~~which is made known~~ pursuant to a Registration Statement at the ~~Stockholders after~~ same time. The Company shall not, however, register any additional shares of stock of the ~~date on which such~~ Company at the same time as a demand registration ~~was requested)~~without the prior written consent of the holders of a majority of the Registrable Shares to be included in the demand registration. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~2.2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to Section 2.3 or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, ~~as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period.~~as

Appears in 1 contract

Samples: Rights Agreement (Autocyte Inc)

Required Registrations. (a) At any time after one year from the date ~~which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~hereof, a Stockholder or Stockholders holding in the aggregate at least 2550% of the voting power of the Registrable Shares may request, in writing, that the Company effect the registration ~~on Form S-1 (or any successor form)~~ of the Registrable Shares owned by such ~~Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price~~ Stockholder or ~~fair value at the time of such request)~~Stockholders. If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration ~~on Form S-1 (or any successor form)~~ of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b). (c) The Company shall not be required to effect more than ~~two registrations~~ one registration in total pursuant to ~~Section 2.1(a~~paragraph (a) and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested)above. (dc) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~2, the Company is engaged or has fixed plans to engage within 30 90 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to Section 3 or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be. (d) In connection with any offering under this Section 2 involving an underwriting, the right of other Stockholders to participate shall be conditioned on such ~~right~~ Stockholders participating in such underwriting and execute the underwriting agreement with the underwriter chosen by the Stockholders initiating the offering to ~~delay a request~~ underwrite the offering. Further, if in the opinion of the underwriter managing any underwritten offering the registration of all the Registrable Shares sought to be ~~exercised by~~ included would materially and adversely affect such public offering, then the Company ~~not more than once~~ shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such material adverse effect, and any ~~12-month period~~limitation on participation in the offering will be imposed pro rata with respect to all such Registrable Shares.

Appears in 1 contract

Samples: Registration Rights Agreement (Semele Group Inc)

Required Registrations. (a) At any time after the ~~date which is six (6) months after~~ earlier of April 21, 2002 or the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least ~~25%~~ a majority of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least $10,000,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines that, because of ~~marketing~~ market factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $~~1,000,000~~ 500,000 (based on the then current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of ~~marketing~~ market factors, ~~not~~ all of the Registrable Shares requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, ~~subject to this Section 2.1(b),~~ the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and shall not be required to effect more than two registrations pursuant to Section 2.1(b) in any 12-month period~~above; ~~provided~~PROVIDED, ~~however~~HOWEVER, that such ~~obligations~~ obligation shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective and, if such method of disposition is a firm commitment underwritten public offering, all such Registrable Shares have been sold pursuant thereto or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). There shall be no limit on the number of registrations which may be requested and obtained pursuant to paragraph (b) above. In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other Registration Statement on Form S-1 of the Company, in which, subject to Section 3(b) of this Article II, the holders of Registrable Shares shall have been entitled to join pursuant to Section 3 of this Article II. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this Section ~~2.1~~2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to Section 3 of ~~securities for its own account~~ this Article II or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-~~month~~ year period. (e) If at any time when a registration statement on Form S-3 is in effect a material event occurs which the Company's Board of Directors determines, in good faith, should not be immediately disclosed, the Company shall so inform each Stockholder which has included Registrable Shares in such registration statement. Each such Stockholder shall suspend the making of offers or sales under such registration statement until such material event is disclosed. The Company shall disclose such material event as soon as is practicable thereafter in the good faith judgment of its Board of Directors.

Appears in 1 contract

Samples: Investors' Rights Agreement (Centra Software Inc)

Required Registrations. (a) At any time after the ~~date which is~~ earlier of (i) December 13, 2003 or (ii) six ~~(6)~~ months ~~after~~ following the closing of the Company~~’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~'s Initial Public Offering, a Stockholder or Stockholders holding in the aggregate at least twenty-five percent (25% %) of the Registrable ~~Shares~~ Stock may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of shares of Registrable ~~Shares~~ Stock representing all or a portion of such Registrable Stock owned by such Stockholder or Stockholders having an aggregate offering price of at least $~~10,000,000~~ 5,000,000 (based on the then current market price or fair value at the time of such request). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable ~~Shares~~ Stock by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate in such registration shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten~~ thirty (1030) ~~business~~ days after the Company provides its notice, to elect to have included in such registration such of their shares of Registrable ~~Shares~~ Stock as such Stockholders may request in such notice of election~~; provided, however~~. Notwithstanding the foregoing sentence, if the underwriter (if any) managing the offering determines that, because of marketing factors, ~~not~~ all of the shares of Registrable ~~Shares~~ Stock requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then, the Registrable Stock first excluded from such registration shall be Common Stock owned in the name of any officers or directors of the Company or any transferees thereof which has not been converted from the Stock, and, second, any capital stock requested to be registered by the Company then shall be excluded from such offering. Thereafter, to the extent such underwriter determines that further shares of Registrable Stock should be excluded from the offering, then all Stockholders who have requested registration and other Stockholders entitled to include shares of stock therein shall participate in the registration pro rata based upon the number of ~~Registrable Shares~~ shares of stock which they have requested to be so registered, provided, however, that the Registrable Stock of Stockholders included in the offering shall in no event be reduced to less than 30% (in the aggregate) of all shares of stock being registered, except upon the occurrence of a Qualified IPO (as defined in Section 3.2(b)) herein. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable ~~Shares~~ Stock which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of shares of Registrable ~~Shares~~ Stock having an aggregate offering price of at least $~~1,000,000~~ 750,000 (based on the ~~public~~ then market price at the time of such request)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten~~ (10thirty) ~~business~~ 30 days after the Company provides its notice, to elect to have included in such registration such shares of their Registrable ~~Shares~~ Stock as such Stockholders may request in such notice of election~~; provided, however~~. Notwithstanding the foregoing sentence, if the underwriter (if any) managing the offering ~~Table of Contents~~ determines that, because of marketing factors, ~~not~~ all of the shares of Registrable ~~Shares~~ Stock requested to be registered by all ~~of the~~ Stockholders may not be included in the offering, then, the Registrable Stock first excluded from such registration shall be Common Stock owned in the name of any officers or directors of the Company or any transferees thereof which has not been converted from the Stock, and second, any securities other than Registrable Stock then shall be excluded from such offering, and third, any capital stock requested to be registered by the Company then shall be excluded from such offering. Thereafter, to the extent such underwriter determines that further shares of Registrable Stock should be excluded from the offering, then all Stockholders who have requested registration and other Stockholders entitled to include shares of stock therein shall participate in the registration pro rata based upon the number of ~~Registrable Shares~~ shares of stock which they have requested to be so registered, provided, however, that the Registrable Stock of Stockholders included in the offering shall in no event be reduced to less than 30% (in the aggregate) of all shares of stock being registered, except upon the occurrence of a Qualified IPO (as defined in Section 3.2(b)) herein. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable ~~Shares~~ Stock which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (c) The Company shall not be required to effect more than two registrations in total pursuant to ~~Section 2.1(a~~paragraph (a) ~~and~~ above nor to effect more than two registrations in any 12-month period pursuant to paragraph (b) above. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result~~ on Form S-3 or any successor form relating to secondary offerings) within six (6) months after the effective date of ~~information concerning the business or financial condition~~ any other Registration Statement of the ~~Company which is made known to the Stockholders after the date on which such registration was requested)~~Company. (d) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable ~~Shares~~ Stock pursuant to this Section ~~2.1~~2, the ~~Company is engaged or has plans to engage within 30 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which~~Company, in the good faith determination of the Company’s 's Board of Directors, believes it would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three (3) months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12-month period; provided, however, that the aggregate number of such delays shall not exceed two.

Appears in 1 contract

Samples: Investor Rights Agreement (Immunicon Corp)

Required Registrations. (a) At any time after the ~~date which is six (6) months after the~~ closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 2550% of the Registrable Shares may request, in writing, that the Company effect the registration on Form ~~S-1~~ S-1, Form S-2, or Form S-3, as applicable (or any successor form) ), of ~~Registrable Shares~~ Xxxxxxxxxxx Xhares owned by such Stockholder or Stockholders having an aggregate offering price of at least $~~10,000,000~~ 3,000,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all ~~Stockholders~~Securityholders. Such ~~Stockholders~~ Securityholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ thirty days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such ~~Stockholders~~ Securityholders may request in such notice of election; ~~provided, however,~~ provided that if the underwriter (if any) managing the offering determines in good faith that, because of marketing factors, ~~not~~ all of the Registrable ~~Shares~~ Securities requested to be registered by all ~~of the Stockholders~~ Securityholders may not be included in the offering, then all ~~Stockholders~~ Securityholders who have requested registration shall participate in the ~~registration~~ offering pro rata based upon the number of Registrable ~~Shares which~~ Securities that they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the ~~registration~~ registration, on Form ~~S-1~~ S-1, Form S-2 or Form S-3 (or any successor form) ), of all Registrable ~~Shares which~~ Securities that the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b). (c) The Company shall not be required to effect more than two registrations pursuant to ~~Section 2.1(a~~paragraph (a) ~~and~~ above, except that, as to any registration, the Company will not be deemed to have effected such registration for the purposes of this paragraph (b) unless, in the case of a registration initiated by any Stockholder or Stockholders, such registration shall have permitted the Stockholders to dispose of at least the lesser of (i) 50% of the Registrable Shares or (ii) 75% of the Registrable Shares which such Stockholder or Stockholders shall have requested to be included in such registration. Furthermore, the Company shall be deemed to have effected a registration pursuant to paragraph (a) above if, in the case of a registration initiated by any Securityholder other than a Stockholder, such registration shall have permitted the Stockholders pursuant to section 10.2 hereof to dispose of at least 50% of the Registrable Shares. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result~~ on Form S-3 or any successor form relating to secondary offerings) within six (6) months after the effective date of ~~information concerning the business or financial condition~~ any other Registration Statement of the ~~Company which is made known to the Stockholders after the date on which such registration was requested)~~Company. (dc) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this ~~Section 2.1~~section 10.1, the Company is engaged or has fixed plans to engage within 30 thirty days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to section 10.2 or is engaged in any other activity ~~which~~that, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any ~~12-month~~ two year period.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Direct General Corp)

Required Registrations. (a) At any time after the ~~date which is~~ earlier of (x) December 31, 2007 or (y) six ~~(6)~~ months after the closing of the ~~Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement~~Initial Public Offering, a Stockholder or Stockholders holding in the aggregate at least 2530% of the outstanding Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate ~~offering price~~ value of at least $~~10,000,000~~ 5,000,000 (based on the then current market price or fair ~~value at the time of such request~~value). If Dr. Xxxx Xxxx shall not be considered a Stockholder for purposes of this Section 2.1 only. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders ~~initiating~~ holding Registrable Shares may request, in writing, that the Company effect the registration ~~intend to distribute the~~ on Form S-3 (or such successor form), of Registrable Shares ~~by means~~ having an aggregate value of ~~an underwriting, they shall so advise~~ at least $1,000,000 (based on the ~~Company in their request.~~ then current public market price). (c) Upon receipt of any ~~such request~~request for registration pursuant to this Section 2.1, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject in the ~~underwriter (if any) managing~~ case of an underwritten offering to the ~~offering determines that, because of marketing factors, not all~~ approval of the ~~Registrable Shares requested to be registered by all of the Stockholders may be included~~ managing underwriter as provided in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registeredSection 2.1(d) below. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on ~~Form S-1 (or any successor form)~~ an appropriate registration form of all Registrable Shares which the Company has been requested to so ~~register.~~ register (~~b) At any time after~~ provided, however, that in the case of a registration requested under Section 2.1(b), the Company ~~becomes eligible~~ will only be obligated to ~~file a Registration Statement~~ effect such registration on Form S-3 (or any successor ~~form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor~~ form)~~, of Registrable Shares having an aggregate offering price of at least $1,000,000~~ ). (~~based on the public market price at the time of such request).~~ d) If ~~the Stockholders initiating the registration~~ Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such as a part of their ~~Registrable Shares as such Stockholders may~~ request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(b), the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected made pursuant to Section 2.1(a) or ~~this Section~~ 2.1(b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or 2.1(b), as the case may be, shall be conditioned upon such other Stockholder’s participation in such underwriting on the terms set forth herein. (ce) If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(d) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the “Other Holders”) request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(e), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Shares requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them at the time of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or 2.1(b), as the case may be. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (f) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or 2.1(b), subject to the approval of the Company, which approval will not be unreasonably withheld. (g) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a~~) and~~ ), nor shall ~~not~~ the Company be required to effect more than two registrations pursuant to Section 2.1(b) in within any ~~12-~~twelve month period~~; provided~~. In addition, ~~however, that such obligations~~ the Company shall not be ~~deemed satisfied only when a~~ required to effect any registration ~~statement covering~~ (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the ~~applicable Registrable Shares shall have (i) become~~ effective ~~or (ii) been withdrawn at the request~~ date of any other Registration Statement of the ~~Stockholders requesting~~ Company. For purposes of this Section 2.1(g), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the ~~Stockholders~~ Initiating Holders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (dh) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage ~~within 30 days of the time of the request~~ in a registered public offering ~~of securities for its own account~~ or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested ~~registration to the material detriment of the Company~~registration, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three months~~ 45 days from the ~~effective~~ date of such ~~offering or the date of commencement of such other material activity, as the case may be~~request, such right to delay a request to be exercised by the Company not more than ~~once~~ twice in any 12-month period.

Appears in 1 contract

Samples: Investor Rights Agreement (MEMSIC Inc)

Required Registrations. (ai) At any time after the ~~date which is six (6) months after~~ earlier of December 31, 2002, or the closing of the Company’s 's first ~~firm commitment~~ underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 2535% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate offering price of at least $~~10,000,000~~ 5,000,000 (based on the then current market price or fair ~~value at the time of such request~~value). If the ~~Stockholders~~ holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election~~; provided~~, ~~however, if~~ subject to the approval of the underwriter ~~(if any)~~ managing the ~~offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the~~ offering~~, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered~~. Thereupon, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the ~~registration~~ registration, on Form S-1 or Form S-2 (or any successor form) ), of all Registrable Shares which the Company has been requested to so register. (bii) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings~~) and subject to paragraph (c) below~~), a Stockholder or Stockholders holding in the aggregate at least 25% of the Registrable Shares may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $~~1,000,000~~ 2,500,000 (based on the current public market ~~price at the time of such request~~price)~~. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request~~. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ~~ten (10) business~~ 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering Table of Contents determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon~~, subject to this Section 2.1(b)~~, the Company shall, as expeditiously as possible, use its ~~reasonable~~ best efforts to effect the registration on Form ~~S-3 (~~S-3, or such successor form) , of all Registrable Shares which the Company has been requested to so register~~. The Company shall have the right to reasonably approve the managing underwriter of any underwritten offering effected pursuant to Section 2.1(a) or this Section 2.1(b)~~. (ciii) The Company shall not be required to effect more than ~~two~~ three registrations pursuant to ~~Section 2.1(a~~paragraph (i) ~~and~~ above or more than four registrations pursuant to paragraph (ii) above. In addition, the Company shall not be required to effect ~~more than two registrations pursuant to Section 2.1(b) in~~ any 12-month period; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than ~~as a result~~ on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of ~~information concerning the business or financial condition~~ any other Registration Statement of the ~~Company which is made known to the Stockholders after the date on which such registration was requested)~~Company. (div) ~~Notwithstanding the foregoing obligations, if~~ If at the time of any request to register Registrable Shares pursuant to this ~~Section 2.1~~subsection 8(c), the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering ~~of securities for its own account~~ as to which the Stockholders may include Registrable Shares pursuant to subsection 8(d) or is engaged in any other activity which, in the good faith determination of the Company’s 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of ~~three~~ six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any 12two-~~month~~ year period.

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Evergreen Solar Inc)

Common use of Required Registrations Clause in Contracts