Common use of Limitations on Subsequent Registration Rights Clause in Contracts

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty (180) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof.

Appears in 3 contracts

Samples: Registration Rights Agreement (Accentia Biopharmaceuticals Inc), Registration Rights Agreement (Accentia Biopharmaceuticals Inc), Registration Rights Agreement (Accentia Biopharmaceuticals Inc)

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Limitations on Subsequent Registration Rights. From Except as provided in Section 1.1(b) and Section 5.9, from and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 3 contracts

Samples: ' Rights Agreement (Drugstore Com Inc), Investors' Rights Agreement (Voyager Group Usa-Brazil LTD), ' Rights Agreement (Drugstore Com Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would grant registration rights which rank senior to the rights granted herein or otherwise allow such holder or prospective holder (ai) to include such securities in any registration filed under Section 1.2 or 1.3 4.1 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (bii) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof4.1.

Appears in 3 contracts

Samples: Warrant Agreement (Edison Schools Inc), Warrant Agreement (Edison Schools Inc), Warrant Agreement (Edison Schools Inc)

Limitations on Subsequent Registration Rights. From and after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow permit such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.1 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his or her securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.1 or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.1.

Appears in 3 contracts

Samples: Investors' Rights Agreement (Rightnow Technologies Inc), Investors' Rights Agreement (Rightnow Technologies Inc), ' Rights Agreement (Rightnow Technologies Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 1.2,1.3 or 1.3 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty (180) 120 days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Anacor Pharmaceuticals Inc), Investors' Rights Agreement (Anacor Pharmaceuticals Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) 66% of the Registrable Securities then outstandingThen Outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereofthis Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.2.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (PRT Group Inc), Common Stock and Warrant Purchase Agreement (PRT Group Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of holding at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (10x Genomics, Inc.), Investors’ Rights Agreement (10X Genomics, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, hereof unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which could that would result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.3(a) or within one hundred eighty (180) 120 days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.3.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Vital Therapies Inc), Investors’ Rights Agreement (Vital Therapies Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders which is included, that are included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the date set forth in Section 2.1(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.1.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Arcadia Biosciences, Inc.), Investors’ Rights Agreement (Arcadia Biosciences, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two66-thirds (2/3) % of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (2U, Inc.), Investors’ Rights Agreement (2U, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 6.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 6.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof6.2.

Appears in 2 contracts

Samples: Warrant Purchase Agreement (Cove Hill Consulting Inc), Warrant Purchase Agreement (Cove Hill Consulting Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 5(a) hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such Holder's securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof5(a).

Appears in 2 contracts

Samples: Stockholders' Agreement (Autotote Corp), Stockholders' Agreement (Olivetti International Sa)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 2 contracts

Samples: Rights Agreement (Surgiquest Inc), Rights Agreement (Surgiquest Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereofthis Schedule 1, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his, her, or its securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.

Appears in 2 contracts

Samples: Investor Rights Agreement (JD.com, Inc.), Investor Rights Agreement (Caissa Sega Tourism Culture Development Group Co., Ltd.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereofSection 1.3, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its the securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 180 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Smartsheet Inc), Investors’ Rights Agreement (Smartsheet Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) 60% of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 1.2, 1.3 or 1.3 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 2 contracts

Samples: Rights Agreement (Mobile Iron, Inc.), Rights Agreement (Mobile Iron, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) 50.01% of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 1.2, 1.3 or 1.3 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 2 contracts

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

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders which is included, that are included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Techpoint, Inc.), ’s Rights Agreement (Fulgent Genetics, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (66 and 2/3) % of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 or 1.3 hereof1.2, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 2 contracts

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

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 2.1 or 1.3 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty eight (180) days of the effective date of any registration effected pursuant to Section 1.2 2.1 or 1.3 2.3 hereof.

Appears in 2 contracts

Samples: Registration Rights Agreement (Deere & Co), Registration Rights Agreement (Xata Corp /Mn/)

Limitations on Subsequent Registration Rights. From --------------------------------------------- and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 7.02(a) hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders Holder which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the date set forth in Section 7.02(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.02(a).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cell Therapeutics Inc), Stock Purchase Agreement (Cell Therapeutics Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereofthis Schedule 1, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his, her, or its securities will not reduce the amount of the Registrable Securities of the Holders which is are included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.

Appears in 1 contract

Samples: Investor Rights Agreement (BHR Winwood Investment Management LTD)

Limitations on Subsequent Registration Rights. From and after the date of this Agreementhereof, the Company shall will not, without the prior written consent of the Holders holders of at least two-thirds (2/3) a majority of the voting power of the then outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow grants such holder or prospective holder of (a) to include such securities in any registration filed under Section 1.2 3.1 or 1.3 3.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 3.1(a)(ii)(B) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof3.2.

Appears in 1 contract

Samples: Investor Rights Agreement (Google Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this AgreementEffective Date, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 Sections 2.2, 2.3, and 2.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is are included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 2.2(a), or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.2.

Appears in 1 contract

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

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) holding a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities class or series of the Company which would allow such holder or prospective holder Company's securities other than the Registrable Securities to (ai) to include such securities in any registration filed under Section Sections 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such holder's securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (bii) to make a demand registration which that could result in such registration statement being declared effective before the earlier of either dates set forth in Section 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration statement effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Investors' Rights Agreement (Jamdat Mobile Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: ’ Rights Agreement (Neothetics, Inc.)

Limitations on Subsequent Registration Rights. From Except with respect to Additional Series B Investors, from and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Rights Agreement (Broadband Sports Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.2.

Appears in 1 contract

Samples: Rights Agreement (Clearcommerce Corp)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which that could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Registration Rights Agreement (Exogen Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/32/3rds) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 1.2, 1.3 or 1.3 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, are included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Investors' Rights Agreement (Seattle Genetics Inc /Wa)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) of the Registrable Securities then outstandingRequisite Series D Holders, enter into any agreement other than this Agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 2.1, 2.2 or 1.3 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of the third anniversary of the Closing Date or within one hundred eighty (180) days of the effective date Effective Date of any registration Registration effected pursuant to Section 1.2 or 1.3 hereof.2.1

Appears in 1 contract

Samples: Investors’ Rights Agreement (Intersections Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 7.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such holder's securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 7.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.2.

Appears in 1 contract

Samples: Stock Purchase Agreement (Applied Molecular Evolution Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds sixty percent (2/360%) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.5 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 2.5 or within one hundred eighty (180) 120 days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.5.

Appears in 1 contract

Samples: Members Agreement (Spreadtrum Communications Inc)

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Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Proteinsimple)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least twosixty-six and two thirds percent (66 2/3%) of the Registrable Securities then outstandingThen Outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 2.2(a), or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.2.

Appears in 1 contract

Samples: Investor Rights Agreement (Net Value Holdings Inc)

Limitations on Subsequent Registration Rights. From Except for the registration rights under the Loan Warrant Agreement, from and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of at least two-thirds (2/3) of the Registrable Securities then outstandingPurchasers, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof7.01, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the effectiveness of the first registration statement effected under Section 7.01 or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.01.

Appears in 1 contract

Samples: Stockholder Agreement (It Partners Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any 13 13 registration filed under Section 1.2 or 1.3 2.1(b) hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty ninety (18090) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.1(b).

Appears in 1 contract

Samples: Registration Rights Agreement (Corecomm LTD /De/)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a Majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, 3 hereof 11 12 unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could should result in such registration statement being declared effective within one hundred eighty twenty (180120) days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof3.

Appears in 1 contract

Samples: Registration Rights Agreement (Saleslogix Corp)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such holder’s securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Genomic Health Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds more than fifty percent (2/350%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder to (a) to include such securities in any registration filed under Section 1.2 2.1 or 1.3 hereof2.2, unless under the terms of such agreement, agreement such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty (180) prior to 180 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.1.

Appears in 1 contract

Samples: Security Agreement (Crown Resources Corp)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 this Article 1 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his, her, or its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the date set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Qunar Cayman Islands Ltd.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) of the Registrable Securities then outstandingInvestors, enter into any agreement with any holder or prospective holder of any securities Registrable Securities of the Company which would allow such holder or prospective holder (a) to include such securities Registrable Securities in any registration filed under Section 1.2 2 or 1.3 hereofSection 3 of this Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities Registrable Securities in any such registration only to the extent that the inclusion of its securities his Registrable Securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2 of this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Flonetwork Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, MYOS or the Company shall not, without the prior written consent of the Holders of at least two-thirds sixty percent (2/360%) of the Registrable Securities then outstandingor Merger Shares, as applicable, enter into any agreement with any holder or prospective holder of any securities of the Company or MYOS which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 1.3 or 1.3 hereof1.5, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will shall not reduce the amount number of the Merger Shares or Registrable Securities of the Holders Securities, as applicable, which is are included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of the date set forth in Section 1.3(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 Sections 1.3 or 1.3 hereof1.5.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Myos Rens Technology Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 1.2, 1.3 or 1.3 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Investors’ Rights Agreement (GameFly Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders Holder(s) of at least twosixty-thirds five percent (2/365%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (ai) to include such securities in any registration filed under Section 1.2 or 1.3 hereof1.2, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such holder’s or prospective holder’s securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (bii) to make a demand registration which that could result in such registration statement being declared effective prior to the dates set forth in Section 1.2(a) or within one hundred one-hundred-eighty (180) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Adoption Agreement (Whiteglove House Call Health Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) 60% of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.3 or within one hundred eighty (180) 120 days of after the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.3.

Appears in 1 contract

Samples: Investor Rights Agreement (Intermolecular Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the dates set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Purchaser Rights Agreement (Netcruise Com Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such holder’s securities will not reduce the amount of the Registrable Securities of the Holders which that is included, included or (b) to make a demand registration which that could result in such registration statement being declared effective prior to the date set forth in subsection 1.2(a) or within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Rights Agreement (Guidewire Software, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreementhereof, the Company shall will not, without the prior written consent of the Holders holders of at least two-thirds (2/3) a majority of the voting power of the then outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow grants such holder or prospective holder of (a) to include such securities in any registration filed under Section 1.2 2.1 or 1.3 2.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty twenty (180120) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.2.

Appears in 1 contract

Samples: Registration Rights Agreement (Texas Roadhouse, Inc.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or subject to Section 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Telegent Systems, Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration prior to the date which could result in such registration statement being declared effective within is one hundred eighty (180) days of after the effective date of the Company's initial public offering of any registration effected pursuant to Section 1.2 or 1.3 hereofof its securities.

Appears in 1 contract

Samples: Investors' Rights Agreement (Excaliber Enterprises, Ltd.)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) of the Registrable Securities then outstandingInitiating Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which would take effect prior to the repayment of the Note and would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 7.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders olders thereof which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to or within one hundred eighty ninety (18090) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof7.3.

Appears in 1 contract

Samples: Loan Agreement (Accumed International Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds sixty percent (2/360%) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2 1.2, Section 1.3 or 1.3 Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its his securities will not reduce the amount of the Registrable Securities of the Holders which is included, included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred eighty (180) 120 days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof1.2.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Acelrx Pharmaceuticals Inc)

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of at least two-thirds (2/3) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or 1.3 2.1(a) hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its such securities will not reduce the amount of the Registrable Securities of the Holders holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred eighty ninety (18090) days of the effective date of any registration effected pursuant to Section 1.2 or 1.3 hereof2.1.

Appears in 1 contract

Samples: Recapitalization Agreement and Plan of Merger (Corecomm LTD)

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