Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 70 contracts

Samples: Registration Rights Agreement (Avidity Biosciences, Inc.), Investor Rights Agreement (New Atlantic Venture Fund Iii L P), Investor Rights Agreement (Northwest Biotherapeutics Inc)

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Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) 15 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) 15 days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 14 contracts

Samples: Investor Rights Agreement (Anaptysbio Inc), License Agreement (Mirum Pharmaceuticals, Inc.), Investor Rights Agreement (Turning Point Therapeutics, Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 13 contracts

Samples: Investor Rights Agreement (First Responder Systems & Technology Inc.), Investor Rights Agreement (Noosh Inc), Rights Agreement (General Electric Co)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen twenty (1520) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 11 contracts

Samples: Investor Rights Agreement (Connecture Inc), Investor Rights Agreement (DiCE MOLECULES HOLDINGS, LLC), Consent and Agreement (Xenon Pharmaceuticals Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it such Holder shall, within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 10 contracts

Samples: Investors’ Rights Agreement (Leadis Technology Inc), Investors’ Rights Agreement (Carbonite Inc), Investors’ Rights Agreement (Splunk Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to any registration under Section 3.3 or Section 3.5 of this Agreement or to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, such Holder shall within fifteen ten (1510) days Business Days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 9 contracts

Samples: Shareholders Agreement (ForU Worldwide Inc.), Shareholders Agreement (Yunji Inc.), Adherence Agreement (LexinFintech Holdings Ltd.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 9 contracts

Samples: Voting Agreement (Channeladvisor Corp), Rights Agreement, Investor Rights Agreement (Epocrates Inc)

Piggyback Registrations. The (a) If, at any time, the Company shall notify all Holders proposes or is required to register any of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement its equity securities under the Securities Act (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for purposes a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of a public offering another corporation), whether for its own account or the account of securities other security holders, the Company shall give prompt written notice of its intention to do so to each of the Holders of Registrable Securities. Upon the written request of any Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company (includingshall use, but not limited to, registration statements relating subject to secondary offerings of securities of the Company, but excluding Special Registration StatementsSections 2(b) and will afford each such Holder an opportunity 2(d) hereof, its best efforts to include in such registration statement cause all or part of such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities held Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by such Holder. Each Holder desiring to include the Holders (in any such registration statement all or any part accordance with the intended method of distribution thereof) of the Registrable Securities held by it shall, within fifteen (15) days after to be so registered. There is no limitation on the above-described notice from number of such piggyback registrations pursuant to the Company, so notify preceding sentence which the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not is obligated to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereineffect.

Appears in 8 contracts

Samples: Registration Rights Agreement (Dermisonics, Inc), Registration Rights Agreement (Dermisonics, Inc), Registration Rights Agreement (Dermisonics, Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to any registration under Section 2.3 or Section 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, shall within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 8 contracts

Samples: Shareholders Agreement (Smart Share Global LTD), Shareholders Agreement (Ambrx Biopharma Inc.), Shareholders Agreement (China Distance Education Holdings LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to any registration under Section 1.3, below, or to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, such Holder shall within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 7 contracts

Samples: China Intelligent Lighting & Electronics, Inc., China Shenghuo Pharmaceutical Holdings Inc, China Century Dragon Media, Inc.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) registration statements relating to any employee benefit plan or a corporate reorganization), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, shall within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 7 contracts

Samples: Shareholders Agreement (Pintec Technology Holdings LTD), Shareholders Agreement (Meili Inc.), Shareholders Agreement (Xueda Education Group)

Piggyback Registrations. The Company shall will notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shallwill, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall will state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 5 contracts

Samples: Investor Rights Agreement (Akcea Therapeutics, Inc.), Investor Rights Agreement (Regulus Therapeutics Inc.), Founding Investor Rights Agreement (Isis Pharmaceuticals Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen ten (1510) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Servicesource International LLC), Investor Rights Agreement (Orbimed Advisors LLC), Security Agreement (Servicesource International LLC)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to any registration under Section 3.3 or Section 3.5 of this Agreement or to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, such Holder shall within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 5 contracts

Samples: Investors’ Rights Agreement (HiSoft Technology International LTD), Joinder Agreement (iSoftStone Holdings LTD), Investors’ Rights Agreement (Jupai Holdings LTD)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) registration statements relating to any registration under Section 2.3 or Section 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, shall within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 5 contracts

Samples: Shareholders Agreement (RDA Microelectronics, Inc.), Shareholders Agreement (Lizhi Inc.), Shareholders Agreement (17 Education & Technology Group Inc.)

Piggyback Registrations. 3.1 The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to any registration under Section 2 or Section 4 of this Schedule 1 or to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, such Holder shall within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 5 contracts

Samples: Investor Rights Agreement (JD.com, Inc.), Investor Rights Agreement (Tencent Holdings LTD), Investor Rights Agreement (JD.com, Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) registration statements relating to any registration under Section 2.3 or Section 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other Rule 145 transaction, an offer and will sale of debt securities, or a registration on any registration form that does not permit secondary sales), and shall afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, shall within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 4 contracts

Samples: Series a Preferred Share Purchase Agreement (Le Gaga Holdings LTD), Shareholders Agreement (Le Gaga Holdings LTD), Series B1 Preferred Share Subscription Agreement (Le Gaga Holdings LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to employee benefit plans and corporate reorganizations) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 4 contracts

Samples: Investors' Rights Agreement (Corixa Corp), Rights Agreement (Rouge Wave Software Inc), Investors' Rights Agreement (Be Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities the Investor in writing at least fifteen thirty (1530) days prior to the filing of any registration statement Registration Statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements including Registration Statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) Statements filed in connection with the IPO, under Section 2.2 of this Agreement or relating to any employee benefit plan or a corporate reorganization), and will shall afford each such Holder the Investor an opportunity to include in such registration statement Registration Statement all or any part of such the Registrable Securities then held by such Holderthe Investor to the extent provided herein. Each Holder desiring If the Investor desires to include in any such registration statement Registration Statement all or any part of the Registrable Securities held by it, it shall, shall within fifteen twenty (1520) days after receipt of the above-described notice from the Company, Company so notify the Company in writing. Such writing and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by the Investor wishes to include in such HolderRegistration Statement. If a Holder the Investor decides not to include all of its Registrable Securities in any registration statement Registration Statement thereafter filed by the Company, such Holder the Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement Registration Statement or registration statements Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 4 contracts

Samples: Registration Rights Agreement (Tarena International, Inc.), Registration Rights Agreement (Tarena International, Inc.), Registration Rights Agreement (Zhaopin LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen ten (1510) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen five (155) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 4 contracts

Samples: Registration Rights Agreement (SB Global Advisers LTD), Autolus Therapeutics PLC Registration Rights Agreement (Autolus Therapeutics PLC), Registration Rights Agreement (Exscientia LTD)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities 1933 Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements on Form S-8 or S-4 or relating solely to any employee benefit plan or an acquisition of any entity or business) and will afford each such Holder Holders, subject to the terms and conditions set forth herein, an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities then held by it Holders. Holders shall, within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by a Holder wishes to include in such Holderregistration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such the Holder shall nevertheless continue to have the right to include any Registrable Securities not included in such registration statement in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 4 contracts

Samples: Registration Rights Agreement (Marketwatch Com Inc), Registration Rights Agreement (Marketwatch Com Inc), Registration Rights Agreement (Marketwatch Com Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) 20 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) 15 days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 4 contracts

Samples: Rights Agreement (Gp Strategies Corp), Rights Agreement (Gp Strategies Corp), Rights Agreement (National Patent Development Corp)

Piggyback Registrations. (i) The Company Corporation shall notify all Holders of Existing Registrable Securities and Investor Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company Corporation (including, but not limited to, registration statements initiated upon the request of Holders of Investor Registrable Securities and registration statements relating to secondary offerings of securities of the CompanyCorporation, but excluding Special Registration Statementsregistration statements on an Excluded Form or relating to any employee benefit plan or a corporate reorganization) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it such Holder shall, within fifteen twenty (1520) days after receipt of the above-described notice from the CompanyCorporation, so notify the Company Corporation in writing. Such , and in such notice shall state inform the intended method of disposition Corporation of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCorporation, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company Corporation with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Medscape Inc), Stockholders' Agreement (Medscape Inc), Stockholders Agreement (Medscape Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities each Holder in writing at least fifteen thirty (1530) days prior to the filing of any registration statement Registration Statement under the Securities Act for purposes of effecting a public offering of securities of the Company for cash (including, but not limited to, registration statements including any Registration Statement relating to secondary offerings of securities of the Company, but excluding Special any Registration Statements) Statements filed in connection with the IPO, under Section 2.3 of this Agreement or relating to any employee benefit plan or a corporate reorganization), and will shall afford each such Holder an opportunity to include in such registration statement Registration Statement all or any part of such the Registrable Securities then held by such HolderHolder to the extent provided herein. Each If a Holder desiring desires to include in any such registration statement Registration Statement all or any part of the Registrable Securities held by it, it shall, shall within fifteen twenty (1520) days after receipt of the above-described notice from the Company, Company so notify the Company in writing. Such writing and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such Registration Statement. If a such Holder decides not to include all of its Registrable Securities in any registration statement Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements Registration Statement as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Registration Rights Agreement (TCP International Holdings Ltd.), Registration Rights Agreement (TCP International Holdings Ltd.), Registration Rights Agreement (TCP International Holdings Ltd.)

Piggyback Registrations. The If the Company at any time proposes for any reason to register Primary Shares or Other Shares under the Securities Act (other than (a) a rights offering, (b) a registration on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto, or (c) in connection with the Company's Initial Public Offering), the Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such the Registrable Securities held by such HolderHolder on the same terms and conditions as the other shares participating in the underwriting. Each Holder desiring to include Registrable Securities in any such registration statement all or any part of shall notify the Registrable Securities held by it shall, Company within fifteen twenty (1520) days after delivery of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securitiesCompany, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Investor Rights Agreement (Barrier Therapeutics Inc), Investor Rights Agreement (Barrier Therapeutics Inc), Rights Agreement (Barrier Therapeutics Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen twenty (1520) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen twenty (1520) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Investor Rights Agreement (PROCEPT BioRobotics Corp), Investor Rights Agreement (PROCEPT BioRobotics Corp), Investor Rights Agreement (Prestwick Pharmaceuticals Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities then outstanding in writing at least fifteen (15) ten days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will shall afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) ten days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Rights Agreement (Rigel Pharmaceuticals Inc), Rights Agreement (Rigel Pharmaceuticals Inc), Rights Agreement (MPM Bio Ventures Iii Lp)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) 20 days prior to the filing by the Company of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCompany for stockholders other than the Holders, but excluding Special Registration Statements) ), and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) 15 days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any such registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any of its Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Investor Rights Agreement (Inozyme Pharma, Inc.), Investor Rights Agreement (Inozyme Pharma, Inc.), Investor Rights Agreement (Inozyme Pharma, Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to primary and/or secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Investor Rights Agreement (Pure Storage, Inc.), Investor Rights Agreement (Procore Technologies, Inc.), Investor Rights Agreement (Procore Technologies, Inc.)

Piggyback Registrations. The Company shall notify in writing (the “Piggyback Notice”) all Holders of Registrable Securities in writing at least fifteen twenty (1520) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) (a “Piggyback Registration”) and will afford each such Holder an a reasonable opportunity to include in such registration statement all or part of such Registrable Securities held requested to be registered by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after receipt of the above-described notice from the CompanyPiggyback Notice, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities requested to be registered by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

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

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it such Holder shall, within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Investor Rights Agreement (Nexx Systems Inc), Stock Purchase Agreement (Telanetix,Inc), Investor Rights Agreement (National Healthcare Technology Inc)

Piggyback Registrations. The Without limiting any of the Company’s obligations hereunder or under the Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities and, after the Public Listing Date, the Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior determine to prepare and file with the filing of any Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 (as promulgated under the Securities Act) or their equivalent relating to securities to be issued in exchange for purposes other securities or equity securities to be issued solely in connection with equity securities issuable in connection with the Company’s option or other employee benefit plans), then the Company shall deliver to the Investor a written notice of a public offering of securities such determination and, if within five days after the date of the delivery of such notice, the Investor shall so request in writing, the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the such Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from offer and sale of which the Company, so notify the Investor requests to be registered. The Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to terminate or withdraw any registration statement initiated by it under this clause (d) before the Effective Date of such registration statement, whether or not Investor has elected to include any Registrable Securities in any subsequent such registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinstatement.

Appears in 3 contracts

Samples: Registration Rights Agreement (Oxbridge Acquisition Corp.), Registration Rights Agreement (Jet Token Inc.), Registration Rights Agreement (ReAlpha Asset Management Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen twenty (1520) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement statement, and the Company shall cause to be registered, all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any such registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Investor Rights Agreement (Mirna Therapeutics, Inc.), Investor Rights Agreement (Mirna Therapeutics, Inc.), Investor Rights Agreement (Mirna Therapeutics, Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCompany and any registration pursuant to Section 3.2, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 3 contracts

Samples: Stockholders’ Agreement (F45 Training Holdings Inc.), Stockholders’ Agreement (F45 Training Holdings Inc.), Stockholders’ Agreement (F45 Training Holdings Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) other than a registration statement being filed pursuant to a request for registration pursuant to Section 2.2, and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Medallia, Inc.), Investor Rights Agreement (Medallia, Inc.)

Piggyback Registrations. The (a) Subject to Section 2.3, the Company shall notify all Holders of Registrable Securities in writing at least fifteen twenty (1520) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen twenty (1520) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Gulfport Energy Corp), Registration Rights Agreement (Gulfport Energy Corp)

Piggyback Registrations. (i) The Company shall notify all Holders of Registrable Securities the Stockholders in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited towithout limitation, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder Stockholder an opportunity to include in such registration statement all or part of such Registrable Securities Shares held by such HolderStockholder. Each Holder Stockholder desiring to include in any such registration statement all or any part of the Registrable Securities Shares held by it shall, within fifteen ten (1510) days after the above-described notice from the Company, so notify the Company in writing. Such notice writing and the Company shall state include in such registration statement all or any part of such Shares such Stockholder requests to be registered to the intended method extent the Company may do so without violating registration rights of disposition others which exist as of the Registrable Securities by such Holderdate of this Agreement. If a Holder Stockholder decides not to include all of its Registrable Securities Shares in any registration statement thereafter filed by the Company, such Holder Stockholder shall nevertheless continue to have the right to include any Registrable Securities Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Stockholder Agreement (Spacedev Inc), Stockholder Agreement (Spacedev, Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing promptly (and, in any event, at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen twenty (1520) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Perspectum Group LTD), Registration Rights Agreement (Perspectum Group PLC)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen ten (1510) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Mercata Inc), Rights Agreement (Mercata Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities CBS in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, Company but excluding Special Registration Statementsregistration statements relating to offerings of securities pursuant to any employee benefit plan or a corporate reorganization) and will afford each such Holder CBS an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such HolderCBS. Each Holder desiring If CBS desires to include in any such registration statement all or any part of the Registrable Securities then held by it it, CBS shall, within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by CBS wishes to include in such Holderregistration statement. If a Holder CBS decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder CBS shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Sportsline Stockholder Agreement (CBS Corp), Agreement (CBS Corp)

Piggyback Registrations. The If, at any time or from time to time, the Company proposes to file a registration statement under the Securities Act for its own account or for the account of any of its shareholders excluding (i) a registration statement on Form S-4 relating solely to an SEC Rule 145 transaction, (ii) a registration statement on Form S-1 or S-8 relating to employee stock option or purchase plans, or (iii) a registration statement on any successor to such forms, then the Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any such registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen thirty (1530) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Rights Agreement (Safeguard Scientifics Inc Et Al), Rights Agreement (Tangram Enterprise Solutions Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding any Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement statement, other than with respect to a Special Registration Statement, all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Medical Nutrition Inc), Registration Rights Agreement (Gender Sciences Inc)

Piggyback Registrations. The Company shall notify all the Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, such Holder shall within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (The9 LTD), Shareholders’ Agreement (The9 LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen twenty (1520) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Applied Genetic Technologies Corp), Investor Rights Agreement (Applied Genetic Technologies Corp)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration StatementsStatements and registration statements relating to an Initial Offering) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Revance Therapeutics, Inc.), Investor Rights Agreement (Revance Therapeutics, Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) 20 days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to any employee benefit plan or any merger or other corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder, provided, that Rule 144 is not available as an exemption for the sale in a consecutive 90-day period of all of the Registrable Securities that any such Holder desires to sell. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, such Holder shall within fifteen (15) ten days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Agreement (Adept Technology Inc), Rights Agreement (Adept Technology Inc)

Piggyback Registrations. The (a) Subject to Section 2.3, the Company shall notify all Holders of Registrable Securities in writing at least fifteen ten (1510) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen ten (1510) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Famous Daves of America Inc), Registration Rights Agreement (Famous Daves of America Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities the Investor in writing at least fifteen (15) 15 business days prior to the filing of any registration statement Registration Statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements Registration Statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder the Investor an opportunity to include in such registration statement Registration Statement all or part of such the Registrable Securities held by it holds, subject to the right of the underwriter to refuse to include the Registrable Securities in any such HolderRegistration Statement. Each Holder desiring If the Investor desires to include in any such registration statement Registration Statement all or any part of the Registrable Securities held by it it, the Investor shall, within fifteen (15) 15 business days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holderthe Investor. If a Holder decides not In the event the Investor desires to include less than all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder Registration Statement it shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement Registration Statement or registration statements Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (RADIENT PHARMACEUTICALS Corp), Registration Rights Agreement (RADIENT PHARMACEUTICALS Corp)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen seven (157) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

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

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such the Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Syncardia Systems Inc), Registration Rights Agreement (Syncardia Systems Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it such Holder shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Nimblegen Systems Inc), Registration Rights Agreement (Nimblegen Systems Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.may

Appears in 2 contracts

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

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a private or public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCompany and registration statements demanded by any other Holder, but excluding Special Registration Statementsregistration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (Branded Media CORP), Registration Rights Agreement (Branded Media CORP)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, such Holder shall within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Kiwa Bio-Tech Products Group Corp), Stock Purchase Agreement (Kiwa Bio-Tech Products Group Corp)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen twenty (1520) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) other than an Excluded Registration, and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, such Holder shall within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such Registration Statement. If a Holder decides not to include all of its Registrable Securities in any registration statement Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement Registration Statement or registration statements Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Aqua Metals, Inc.), Investor Rights Agreement (Aqua Metals, Inc.)

Piggyback Registrations. The Company shall notify in writing (the “Piggyback Notice”) all Holders of Registrable Securities in writing at least fifteen (15) 20 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) (a “Piggyback Registration”) and will afford each such Holder an a reasonable opportunity to include in such registration statement all or part of such Registrable Securities held requested to be registered by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) 15 days after receipt of the above-described notice from the CompanyPiggyback Notice, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities requested to be registered by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Roka BioScience, Inc.), Investor Rights Agreement (Roka BioScience, Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement statement. under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder and the number of shares of such Holder’s Registrable Securities to be included in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Nimble Storage Inc), Investor Rights Agreement (Nimble Storage Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) 20 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) 15 days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Iterum Therapeutics LTD), Investor Rights Agreement (Iterum Therapeutics LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen twenty (1520) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to any employee benefit plan or any merger or other corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, such Holder shall within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Proxim Inc /De/), Investor Rights Agreement (Proxim Inc /De/)

Piggyback Registrations. The Company shall notify in writing all Holders of Registrable Securities in writing at least fifteen (15) 15 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will shall afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) 15 days after the above-above- described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Registration Rights Agreement (LLR Equity Partners Lp), Registration Rights Agreement (Opinion Research Corp)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to employee benefit plans and corporate reorganizations) and will use its best efforts to afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after delivery of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Digimarc Corp), Investor Rights Agreement (Digimarc Corp)

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Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of such the Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen twenty (1520) days after the receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities held by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings offering of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Grand Canyon Education, Inc.), Investor Rights Agreement (Grand Canyon Education, Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen twenty (1520) calendar days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary follow-on offerings of securities of the Company, but excluding Special Registration StatementsStatements and the Company’s Initial Public Offering so long as no other stockholders of the Company are then selling Common Stock in connection therewith) and will afford each such Holder an a reasonable opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it such Holder shall, within fifteen twenty (1520) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its such Holder’s Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon in each case subject to the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Tpi Composites, Inc), Investor Rights Agreement (Tpi Composites, Inc)

Piggyback Registrations. The On or after September 20, 2004, the Company shall be obligated to notify all Holders of Registrable Securities the Holder in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to employee benefit plans and corporate reorganizations) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each If the Holder desiring desires to include in any such registration statement all or any part of the Registrable Securities held by it, it shall, within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a the Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Lease Termination Agreement (Valentis Inc), And Restriction Agreement (Valentis Inc)

Piggyback Registrations. The At any time from and after the earlier of (A) December 31, 2022 or (B) six (6) months after the effective date of the first registration statement filed by the Company under the Securities Act, the Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it (“Piggyback Registration Holders”) shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Metacrine, Inc.), Investor Rights Agreement (Metacrine, Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) registration statements relating to any registration under Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act), and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it such Holder shall, within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Basis Global Technologies, Inc.), Investors’ Rights Agreement (Basis Global Technologies, Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements), which notice shall specify the number and class or classes (or type or types) of securities to be registered, and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen thirty (1530) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Stockholder Agreement (WEB.COM Group, Inc.), Stockholder Agreement (WEB.COM Group, Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) 30 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to employee benefit plans and corporate reorganizations) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by of such Holder. Each Holder desiring to include in any such registration statement all or any part of the such Holder's Registrable Securities held by it shall, within fifteen (15) 20 days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder of Registrable Securities decides not to include any or all of its such Holder's Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Bridge Loan Agreement (Restoragen Inc), Registration Rights Agreement (Bionabraska Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration pursuant to Sections 2.2 and 2.4 and Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (LendingClub Corp), Investor Rights Agreement (LendingClub Corp)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company solely for cash (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Nurix Therapeutics, Inc.), Investor Rights Agreement (Nurix Therapeutics, Inc.)

Piggyback Registrations. The So long as the Stockholders hold Registrable Securities, the Company shall notify all Holders of Registrable Securities the Stockholders in writing at least fifteen twenty (1520) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements(i) registration statements relating to an IPO for which the underwriters have delivered an exclusion notice to the Company as provided in Section 2.3(a), (ii) employee benefit plans or with respect to corporate reorganizations or (iii) other transactions under Rule 145 of the Securities Act, and will afford each such Holder the Stockholders an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holderthe Stockholders. Each Holder desiring If the Stockholders desire to include in any such registration statement all or any part of the Registrable Securities held by it them, the Stockholders shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holderthe Stockholders. If a Holder decides the Stockholders decide not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder the Stockholders shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Evolus, Inc.), Stockholders’ Agreement (Evolus, Inc.)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Stockholders’ Agreement (F45 Training Holdings Inc.), Rights Agreement (Adaptive Insights Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) 15 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) 15 days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any such registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

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

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) 30 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder, at such Holder’s election. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) 15 days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 2 contracts

Samples: Investor Rights Agreement (Trius Therapeutics Inc), Investor Rights Agreement (Trius Therapeutics Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration StatementsStatements and the filing of a Registration Statement in connection with a Qualified Initial Public Offering) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such HolderHolder as set forth herein. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such HolderHolder as set forth herein. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Goamerica Inc)

Piggyback Registrations. The So long as any Lender holds Registrable Securities, the Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Verenium Corp)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) Statements and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Rights Agreement (NGTV)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities stock of the Company (including, but not limited to, registration statements relating to the Initial Offering and secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

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

Piggyback Registrations. The (i) For so long as the Investor holds Registrable Securities, the Company shall notify all Holders of Registrable Securities the Investor in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an the Investor the opportunity to include in such registration statement all or part of such Registrable Securities held by such Holderthe Investor. Each Holder desiring If the Investor desires to include in any such registration statement all or any part of the Registrable Securities held by it it, the Investor shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holderthe Investor. If a Holder the Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Heritage Insurance Holdings, LLC)

Piggyback Registrations. The Company shall notify all Holders of ----------------------- Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to employee benefit plans and corporate reorganizations) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Rights Agreement (Megabios Corp)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee stock, stock option or benefit plan or any similar compensatory plan, or a corporate reorganization, business combination or other transaction under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it such Holder shall, within fifteen twenty (1520) days after the above-described notice from the CompanyCompany is deemed delivered pursuant to Section 6.1, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Elevance Renewable Sciences, Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen ten (1510) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen ten (1510) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (NGM Biopharmaceuticals Inc)

Piggyback Registrations. To the extent the Company shall not have previously registered Registrable Securities under a registration statement filed pursuant to Section 2.1, the Holders shall have the rights set forth in this Section 2.2. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity opportunity, subject to the rights of other holders of registration rights granted by the Company also participating in such offering, to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Imageware Systems Inc)

Piggyback Registrations. The Company Corporation shall notify all Holders of Registrable Securities in writing at least fifteen (15thirty(30) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company Corporation (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCorporation, but excluding Special Registration Statementsregistration statements relating to employee benefit plans or with respect to mergers, acquisitions, corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the CompanyCorporation, so notify the Company Corporation in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCorporation, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company Corporation with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Quotesmith Com Inc)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements(i) any registration statement to be filed pursuant to ‎Section 2.03 ‎and (ii) any registration statement relating to employee benefit plans or corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to include in such registration statement all or part of such the Registrable Securities held by such Holder. Each Holder desiring to include Registrable Securities in any such registration statement all or any part of shall notify the Registrable Securities held by it shall, Company within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securitiesCompany, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (GAIN Capital Holdings, Inc.)

Piggyback Registrations. The Company Acquiror shall notify all Holders of Registrable Securities in writing at least fifteen twenty (1520) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company Acquiror (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyAcquiror, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the CompanyAcquiror, so notify the Company Acquiror in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyAcquiror, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company Acquiror with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Bluephoenix Solutions LTD)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration StatementsStatements and registration statements relating to an Initial Offering) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Revance Therapeutics, Inc.)

Piggyback Registrations. The Company shall notify all Holders When the company proposes to register for sale any of Registrable Securities in writing at least fifteen (15) days prior to the filing of any its equity securities on a registration statement under the Securities Act (whether for purposes of a public offering of securities of the Company (its own account or otherwise and including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements), the Company will promptly (but in no event later than twenty days prior to the filing of such registration statement) give written notice to the Holders of such proposed registration and will shall afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Hyperion Therapeutics Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities the Holder in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act a Registration Statement for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and will afford each such to the Holder an opportunity to include in such registration statement all or part of such the Registrable Securities held by such the Holder. Each If the Holder desiring desires to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a the Holder decides not to include all of its Registrable Securities in any registration statement a Registration Statement thereafter filed by the Company, such the Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement Registration Statement or registration statements Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Neurotech Corp)

Piggyback Registrations. The Commencing on and after January 1, 2013, the Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) 45 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited towithout limitation, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration StatementsStatements and any registration statement under Sections 2.1 and 2.3) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) 15 days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (Infinity Energy Resources, Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act), and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinin this Section 2.3.

Appears in 1 contract

Samples: Investor Rights Agreement (Decode Genetics Inc)

Piggyback Registrations. The If the Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any files a registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act), the Company shall promptly, following such filing, give each Holder of Registrable Securities written notice of such filing and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen ten (1510) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.” XxxxXxxxx.xxx, Inc.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Cafepress Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration StatementsStatements and registration in connection with any consolidation, merger, or reorganization, or with any employee benefit plan) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investor Rights Agreement (1Life Healthcare Inc)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities the Holder in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act or applicable securities laws of Canada or British Columbia (referred to herein as "Canadian Securities Laws") for purposes of a public offering of securities of the Company in the United States or Canada (including, but not limited to, registration statements relating to in connection with secondary offerings of securities of the Company on behalf of the Company or any other holder of the Company, but excluding Special Registration Statements's securities) and will afford each such the Holder an opportunity to include in such registration statement all or part of such the Registrable Securities held by such the Holder. Each If Holder desiring desires to include in any such registration statement all or any part of the Registrable Securities held by it it, then Holder shall, within fifteen (15) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such the Holder. If a the Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such the Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Dynamotive Energy Systems Corp)

Piggyback Registrations. 10.2.1 The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under with the Securities Act SEC for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder of Registrable Securities desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Purchase and Shareholders Agreement (FleetMatics Group PLC)

Piggyback Registrations. The Company shall notify all the Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, other than in respect of any registration statements relating statement to secondary offerings be filed pursuant to Section 2 of securities of the Company, but excluding Special Registration Statementsthis Agreement) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, such Holder shall within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Nam Tai Property Inc.)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to employee benefit plans and corporate reorganizations) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen twenty (1520) days after receipt of the above-above described notice from the Company, so notify the Company in writing. Such , which notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any given registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Investors' Rights Agreement (Talarian Corp)

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Dialogic Inc.)

Piggyback Registrations. The Company shall will notify all Holders of Registrable Securities in writing at least fifteen thirty (1530) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statementsregistration statements relating to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of such the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shallsuch Holder will, within fifteen twenty (1520) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such , and in such notice shall state will inform the intended method of disposition Company of the number of Registrable Securities by such HolderHolder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Transmeta Corp)

Piggyback Registrations. The Company shall will notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement relating to secondary offerings of securities of the Company under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shallwill, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall will state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Medicinova Inc)

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