Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof (including upon conversion of the Notes into Series A-1 Preferred Stock or into the Common Stock issuable upon conversion thereof), any purchaser or acquirer of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 12 contracts
Sources: Contribution and Exchange Agreement (Furneaux Carol), Contribution and Exchange Agreement (RiverRoad Capital Partners, LLC), Contribution and Exchange Agreement (Steinberg Michael)
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Common Stock after the date hereof (including upon conversion of hereof, whether pursuant to the Notes into Series A-1 Preferred Stock Purchase Agreement or into the Common Stock issuable upon conversion thereof)otherwise, any purchaser or acquirer of such shares of Preferred Common Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 6 contracts
Sources: Share Purchase Agreement (Cortendo AB), Share Purchase Agreement (Cortendo AB), Investors’ Rights Agreement (Cortendo AB)
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series D Preferred Stock after the date hereof (including upon conversion of hereof, whether pursuant to the Notes into Series A-1 Preferred Stock Purchase Agreement or into the Common Stock issuable upon conversion thereof)otherwise, any purchaser or acquirer of such shares of Series D Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 5 contracts
Sources: Investors’ Rights Agreement (Avalyn Pharma Inc.), Investors’ Rights Agreement (Avalyn Pharma Inc.), Investors’ Rights Agreement (Weave Communications, Inc.)
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof (including upon conversion of hereof, whether pursuant to the Notes into Series A-1 Preferred Stock Purchase Agreement or into the Common Stock issuable upon conversion thereof)otherwise, any purchaser or acquirer of such shares of Preferred Stock may shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Cue Health Inc.), Investors’ Rights Agreement (Cue Health Inc.), Stockholders' Agreement
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock or Common Stock after the date hereof (including upon conversion of the Notes into Series A-1 Preferred Stock or into the Common Stock issuable upon conversion thereof), any purchaser or acquirer of such shares of Preferred Stock or, at the election of the Company, Common Stock, may become a party to this Agreement by executing and delivering an additional counterpart signature page to this AgreementAgreement or other joinder agreement acceptable to the Company, and thereafter shall be deemed an “Investor” for all purposes hereunderhereunder and Schedule A attached to this Agreement may be updated by the Company to include such new Investor. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Mode Mobile, Inc.), Investors’ Rights Agreement (Mode Mobile, Inc.), Investors’ Rights Agreement (Mode Mobile, Inc.)
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof (including upon conversion hereof, whether pursuant to the Series C Purchase Agreement or otherwise or if any Investor transfers any shares of the Notes into Series A-1 Company’s Preferred Stock or into the Common Stock issuable upon conversion thereof)to any other Person, any purchaser or acquirer new holder of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Akebia Therapeutics, Inc.), Investors’ Rights Agreement (Akebia Therapeutics, Inc.), Investors’ Rights Agreement (Akebia Therapeutics, Inc.)
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series E Preferred Stock after the date hereof (including upon conversion of pursuant to the Notes into Series A-1 Preferred Stock or into the Common Stock issuable upon conversion thereof)Purchase Agreement, as amended and/or restated from time to time, any purchaser or acquirer of such shares of Series E Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as of an “Investor” hereunder.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Schrodinger, Inc.), Investors’ Rights Agreement (Schrodinger, Inc.), Investors’ Rights Agreement (Schrodinger, Inc.)
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series D Preferred Stock after the date hereof (including upon conversion of the Notes into Series A-1 Preferred Stock or into the Common Stock issuable upon conversion thereof)to Additional Purchasers, any purchaser or acquirer of such shares of Preferred Stock Additional Purchaser may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional InvestorAdditional Purchaser, so long as such additional Investor Additional Purchaser has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co)
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock Convertible Securities, after the date hereof (including pursuant to the Purchase Agreement, upon and in connection with the conversion of such Convertible Securities into Conversion Shares (as defined in the Notes into Series A-1 Preferred Stock or into the Common Stock issuable upon conversion thereofConvertible Securities) (“Additional Investors”), any purchaser or acquirer of such shares of Preferred Stock Additional Investors may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder, as applicable.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Motive Technologies, Inc.), Investors’ Rights Agreement (Motive Technologies, Inc.)
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock in compliance with the provisions of this Agreement (including without limitation Section 4 hereof) after the date hereof (including upon conversion of the Notes into Series A-1 Preferred Stock or into the Common Stock issuable upon conversion thereof)hereof, any purchaser or acquirer of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Harpoon Therapeutics, Inc.), Investors’ Rights Agreement (Harpoon Therapeutics, Inc.)
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s [Series __] Preferred Stock after the date hereof (including upon conversion of hereof, [whether pursuant to the Notes into Series A-1 Preferred Stock Purchase Agreement or into the Common Stock issuable upon conversion thereof), otherwise,] any purchaser or acquirer of such shares of [Series __] Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof (including upon conversion of hereof, whether pursuant to the Notes into Series A-1 Preferred Stock Purchase Agreement or into the Common Stock issuable upon conversion thereof)otherwise, any purchaser or acquirer of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this AgreementAgreement or a Joinder Agreement in the form attached hereto as Exhibit B, and thereafter shall be deemed an “InvestorInvestor Stockholder” and a “Stockholder” for all purposes hereunder. No action or consent by the Investors or the Company other parties hereto shall be required for such joinder to this Agreement by such additional InvestorInvestor Stockholder, so long as such additional Investor Stockholder has agreed in writing to be bound by all of the obligations as an “InvestorInvestor Stockholder” hereunder.
Appears in 2 contracts
Sources: Stockholders' Agreement (Vapotherm Inc), Stockholders Agreement (Vapotherm Inc)
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series B Preferred Stock or Registrable Securities after the date hereof (including upon conversion of hereof, whether pursuant to the Notes into Series A-1 Preferred Stock Purchase Agreement or into the Common Stock issuable upon conversion thereof)otherwise, any such purchaser or acquirer of such shares of Series B Preferred Stock or Registrable Securities may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” or “Holder,” as applicable, for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Receptos, Inc.), Investors' Rights Agreement (Receptos, Inc.)
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series A-2 Preferred Stock or Series B Preferred Stock after the date hereof (including upon conversion of hereof, whether pursuant to the Notes into Series A-1 Preferred Stock Purchase Agreement or into the Common Stock issuable upon conversion thereof)otherwise, any purchaser or acquirer of such shares of Series A-2 Preferred Stock or Series B Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Sana Biotechnology, Inc.)
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series A Preferred Stock after the date hereof (including upon conversion of the Notes into Series A-1 Preferred Stock or into the Common Stock issuable upon conversion thereof)hereof, any purchaser or acquirer of such shares of Series A Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional InvestorInvestor or Lender, so long as such additional Investor or Lender has agreed in writing to be bound by all of the obligations as an “Investor” or a “Lender” hereunder., as applicable. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW
Appears in 1 contract
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series A Preferred Stock after the date hereof (including upon conversion of the Notes into Stock, Series A-1 Preferred Stock or into the Series B Common Stock issuable upon conversion thereof)after the date hereof, whether pursuant to the Purchase Agreement, the warrants issued thereunder, or otherwise, any purchaser or acquirer of such shares of Preferred Stock may become a party to this Agreement by executing and delivering or joinder agreement or an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 1 contract
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof (including upon conversion of pursuant to the Notes into Series A-1 Preferred Stock or into the Common Stock issuable upon conversion thereof)Purchase Agreement to any party not already party to this agreement, any purchaser or acquirer of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 1 contract
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Series B Common Stock after the date hereof (including upon conversion of hereof, whether pursuant to the Notes into Series A-1 Preferred Stock Purchase Agreement or into the Common Stock issuable upon conversion thereof)otherwise, any purchaser or acquirer of such shares of Preferred Stock may become a party to this Agreement by executing and delivering or joinder agreement or an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 1 contract
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series B Preferred Stock, Series ▇-▇ Preferred Stock or Series C Preferred Stock after the date hereof (including upon conversion of the Notes into Series A-1 Preferred Stock or into the Common Stock issuable upon conversion thereof)hereof, any purchaser or acquirer of such shares of Series B Preferred Stock, Series ▇-▇ Preferred Stock or Series C Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Company shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Neos Therapeutics, Inc.)