Form S-3 Initiating Holders means any Holder or Holders who in the aggregate hold not less than five percent (5%) of the Registrable Securities then outstanding and who propose to register securities, the aggregate offering price of which, net of underwriting discounts and commissions, exceeds $1,000,000.

Form S-3 Initiating Holders means: (i) any Holder or Holders who in the aggregate hold not less than twenty-five percent (25%) of the Registrable Securities then outstanding and who propose to register securities, the aggregate offering price of which, net of underwriting discounts and commissions, exceeds $1,000,000, and (ii) beginning on May 4, 2017, Juno Therapeutics, Inc. (“Juno”) to the extent Juno proposes to register either (A) securities, the aggregate offering price of which, net of underwriting discounts and commissions, exceeds $1,000,000, or (B) all Registrable Securities then held by Juno.

Form S-3 Initiating Holders shall have the meaning assigned in Section 4.1.

Examples of Form S-3 Initiating Holders in a sentence

The Form S-3 Initiating Holders shall have the right to terminate or withdraw any registration initiated by it under this Section 1.4 prior to the effectiveness of such registration, whether or not any Form S-3 Initiating Holder has elected to include securities in such registration.
After the Company has qualified for the use of Form S-3, Initiating Holders shall have the right to registration on Form S-3 upon request to the Company (which request shall be in writing and shall state the number of shares of Registrable Securities to be registered and the intended method of disposition of shares by such Initiating Holders).

More Definitions of Form S-3 Initiating Holders

Form S-3 Initiating Holders as set forth in Section 1.1 of the Investor Rights Agreement is amended and restated to read in its entirety as follows:

Form S-3 Initiating Holders means (i) any Holder or Holders who in the aggregate hold not less than fifty percent (50%) of the Registrable Securities then outstanding or (ii) at any time following the date six (6) months after the IPO, Elevation, and who, in the case of either (i) or (ii), propose to register securities, the aggregate offering price of which, net of underwriting discounts and commissions, exceeds $1,000,000.

Related to Form S-3 Initiating Holders

Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
Initiating Holder has the meaning set forth in Section 2.01(a).
Requesting Holders shall have the meaning given in Section 2.1.5.
Piggyback Registration Statement has the meaning set forth in Section 3(a).
Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.
Registrable Shares means (i) the Common Stock issuable or issued upon conversion pursuant to Section 2.5 of this Agreement, and (ii) any Common Stock or other securities issued or issuable in respect of shares referenced in (i) above, upon any stock split, stock dividend, recapitalization, or similar event; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which such Person's rights under this Section 10 are not assigned.
Initial Registrable Securities means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on the exercise of the Warrants.
Requesting Holder shall have the meaning given in subsection 2.1.1.
Demand Registration Statement has the meaning set forth in Section 2.01(a).
Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.
Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.
Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Notes, the Conversion Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversion, amortization and/or redemption of the Notes or exercise of the Warrants.
Piggyback Registration shall have the meaning given in subsection 2.2.1.
Existing Holders shall have the meaning given in the Preamble.
Piggy-Back Registration is defined in Section 2.2.1.
Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.
Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.
Demand Registration shall have the meaning given in subsection 2.1.1.
Piggyback Registrations has the meaning set forth in Section 3(a).
Form S-3 Shelf shall have the meaning given in Section 2.1.1.
Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).
Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.
Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.
Registrable Stock means (i) any shares of Common Stock issued or issuable upon the conversion of any of the Shares (ii) any Common Stock issued by way of a stock split, reorganization, merger or consolidation, and (iii) any Common Stock issued as a dividend on the Shares. For purposes of this Agreement, any Registrable Stock shall cease to be Registrable Stock when (v) a registration statement covering such Registrable Stock has been declared effective and such Registrable Stock has been disposed of pursuant to such effective registration statement, (w) such Registrable Stock is sold pursuant to Rule 144 (or any similar provision then in force) under the 1933 Act, (x) such Registrable Stock is eligible to be sold pursuant to Rule 144(k) under the 1933 Act, (y) such Registrable Stock has been otherwise transferred, no stop transfer order affecting such stock is in effect and the Company has delivered new certificates or other evidences of ownership for such Registrable Stock not bearing any legend indicating that such shares have not been registered under the 1933 Act, or (z) such Registrable Stock is sold by a person in a transaction in which the rights under the provisions of this Agreement are not assigned.
Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

Form S-3 Initiating Holders definition

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