Request by Holders. If the Company shall receive at any time after a Qualified IPO, a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company files a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3, then the Company shall, within ten (10) Business Days after the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration of the Request Securities, subject only to the limitations of this Section 3.3; provided, however, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a).
Appears in 6 contracts
Samples: Adherence Agreement, Shareholders Agreement, Adherence Agreement (LexinFintech Holdings Ltd.)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) the fourth anniversary after the Closing or (ii) following the taking effect of a registration statement for a Qualified IPO, receive a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding Outstanding that the Company files file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities pursuant to this Section 3.32, (or any lesser percentage if the anticipated gross receipts from the offering are to exceed US$1,000,000) then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.5, 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(aSections 2.2(b) or 3.2(b).. EXHIBIT B
Appears in 5 contracts
Samples: Shareholders’ Agreement, Series D Preferred Share Purchase Agreement (Momo Inc.), Shareholders’ Agreement (Momo Inc.)
Request by Holders. If the Company shall receive at any time after a Qualified IPO, the Effective Date hereof receive a written request from the Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3Schedule 1, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of $100,000,000; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.54, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43 of this Schedule 1, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)3.3 of this Schedule 1.
Appears in 4 contracts
Samples: Investor Rights Agreement (Tencent Holdings LTD), Investor Rights Agreement (JD.com, Inc.), Investor Rights Agreement (Bitauto Holdings LTD)
Request by Holders. If the Company shall receive shall, at any time or from time to time after a Qualified the date that is six (6) months after the closing of the IPO, receive a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding Investor that the Company files file a registration statement Registration Statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities pursuant to this Section 3.3held by the Investor, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Existing Registration Right Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Request Securities, subject only Holders request to the limitations of this Section 3.3be registered and included in such registration; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 3.1 or Section 3.5, 3.3 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43.2, other than a registration from which the Registrable Securities of Holders have the Investor has been excluded (with respect to all or any portion of the Registrable Securities the Holders Investor requested be included in such registration) pursuant to Section 3.2(a). The Company shall not be obligated to effect more than three (3) such demand registrations for the provisions of Investor pursuant to this Section 3.4(a3.1(a).
Appears in 2 contracts
Samples: Investor and Registration Rights Agreement (Ctrip Com International LTD), Investor and Registration Rights Agreement (China Lodging Group, LTD)
Request by Holders. If the Company shall receive at any time after the expiry of six months after a Qualified IPO, IPO receive a written request from the Holders of at least ten five percent (105%) of all issued and outstanding share capital of the Registrable Securities then outstanding Company on a fully-diluted and as-converted basis that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.33, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.33; provided, however, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least thirty percent (30%) of all Registrable Securities then outstanding; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 3 or Section 3.55, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.44, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a4(a).
Appears in 2 contracts
Samples: Shareholders Agreement, Shareholders’ Agreement (Noah Education Holdings Ltd.)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) the third (3rd) anniversary of the Initial Closing (as defined in the Purchase Agreement) or (ii) six (6) months following the taking effect of a Qualified registration statement for the IPO, receive a written request from the Holders of at least ten twenty percent (1020%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering with the aggregate offering price for such registration of Registrable Securities not less than US$10,000,000 pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month months period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
Appears in 2 contracts
Samples: Shareholders Agreement (Ambrx Biopharma Inc.), Shareholders Agreement (Ambrx Biopharma Inc.)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) five (5) years after the Series A+ Closing or (ii) six (6) months following the taking effect of a Qualified IPOregistration statement for the Company’s initial public offering, receive a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of at least fifteen percent (15%) of the Registrable Securities pursuant to this Section 3.32, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.5, 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(aSections 2.2(b) or 3.2(b).. Fifth Amended and Restated Shareholders’ Agreement
Appears in 2 contracts
Samples: Adherence Agreement (Burning Rock Biotech LTD), Adherence Agreement (Burning Rock Biotech LTD)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) the fourth anniversary after the Closing or (ii) following the taking effect of a registration statement for a Qualified IPO, receive a written request from the Holders of at least ten thirty percent (1030%) of the Registrable Securities then outstanding Outstanding that the Company files file a registration statement under the U.S. Securities Act covering the registration of at least thirty percent (30%) of the Registrable Securities pursuant to this Section 3.32, (or any lesser percentage if the anticipated gross receipts from the offering are to exceed US$1,000,000) then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the U.S. Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.5, 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(aSections 2.2(b) or 3.2(b).
Appears in 2 contracts
Samples: Share Purchase Agreement (Momo Inc.), Share Purchase Agreement (Momo Inc.)
Request by Holders. If If, at any time prior to a Qualified IPO, the Company shall receive at any time after a Qualified IPO, a written request from the Holders (other than Company Specified Holders) of at least ten greater than thirty percent (1030%) of the Registrable Securities then outstanding Outstanding (other than those held by Company Specified Holders) that the Company files effect a registration statement under the Securities Act US Initial Public Offering that is a Qualified IPO and file a Registration Statement covering the registration of Registrable Securities pursuant to this Section 3.33.1, then the Company shall, within ten twenty (1020) Business Days days after the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice (or such later time as agreed between the Company and the Holders), subject only to the limitations of this Section 3.33; provided, however, that the Company shall need not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act an Initial Public Offering pursuant to this Section 3.3 or Section 3.5, or in which 3.1 unless (i) the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than Initial Public Offering would constitute a registration from which US Initial Public Offering that is a Qualified IPO and (ii) the Registrable Securities requested by all Holders to be registered pursuant to such request is at least ten percent (10%) of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)then Outstanding.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Alibaba Group Holding LTD)
Request by Holders. If the Company shall receive at any time after six (6) months following a Qualified IPO, Public Offering receive a written request from the Holders of at least ten percent (10%) a majority in interest of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
Appears in 2 contracts
Samples: Shareholders Agreement (China Distance Education Holdings LTD), Shareholders Agreement (China Distance Education Holdings LTD)
Request by Holders. If the Company shall receive at any time after the earlier of (i) November 25, 2003 or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a Qualified IPOregistration filed under the Securities Act, a written request from the Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten twenty (1020) Business Days days after the receipt of such written request, give a written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty-five percent (25%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $25,000,000. The Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which 2.2 during the Holders had an opportunity to participate pursuant to six-month period after the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion effective date of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions Company's initial public offering of Section 3.4(a)its securities as set forth above.
Appears in 2 contracts
Samples: Note Purchase Agreement (Macromedia Inc), Note Purchase Agreement (Macromedia Inc)
Request by Holders. If the Company shall receive at any time after a Qualified IPOthe three month anniversary of the date hereof, a written request from the Holders of at least ten fifty percent (1050%) of the then outstanding Registrable Securities then outstanding (the “Initiating Holders”) that the Company files file a registration statement under the Securities Act of 1933, as amended, (the “Securities Act”) and, if by means of an underwriting, covering the registration of Registrable Securities pursuant to this Section 3.31.2, with an anticipated aggregate offering price of at least $7,500,000 (net of underwriting discounts and commissions), then the Company shall, within ten twenty (1020) Business Days days after the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.3; provided1. The Company may, howeverif permitted by law, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which 1.2 by the Holders had an opportunity to participate filing of a registration statement on Form S-3. Any registration statement filed pursuant to the provisions this Section 1.2(a) may, subject to Section 1.2(c), include shares of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (Common Stock with respect to all or any portion of which the Registrable Securities the Holders requested be included in such registration) Company has registration obligations pursuant to the provisions of Section 3.4(a)written contractual arrangements (“Other Registrable Securities”) including, if applicable, by post-effective amendment to any “shelf” registration filed with respect to any Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Avantair, Inc), Registration Rights Agreement (Avantair, Inc)
Request by Holders. If the Company shall receive at any time after the earlier of (i) 3 years after the date of this Agreement or (ii) six (6) months following a Qualified IPO, IPO receive a written request from the (i) CDH, (ii) Cathay or (iii) any Holder or Holders of at least ten percent (10%) a majority of the all Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if (1) the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.52.5, or (2) in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
Appears in 2 contracts
Samples: Shareholders Agreement, Shareholders Agreement (Cninsure Inc.)
Request by Holders. If the Company shall receive at any time after a Qualified IPO, the first anniversary of the date hereof receive a written request from any of the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten fifteen (1015) Business Days after business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within fifteen (15) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.2; provided, however, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least fifty percent (50%) of all Registrable Securities then outstanding; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.52.2, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which 2.3 if at least 50% of the number of Registrable Securities of Holders have been excluded (with respect as to all or any portion of the Registrable Securities which registration was requested by the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)were registered therein.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Accom Inc), S Rights Agreement (Accom Inc)
Request by Holders. If the Company shall receive at any time after a Qualified IPO, a written request from the Holders of at least ten five percent (105%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten (10) Business Days after the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration of the Request Securities, subject only to the limitations of this Section 3.32.2; provided, however, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.52.2, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.3, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.3(a).
Appears in 2 contracts
Samples: Registration Rights Agreement (Yulong Eco-Materials LTD), Registration Rights Agreement (Yulong Eco-Materials LTD)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) two (2) years after the date of this Agreement or (ii) six (6) months following a Qualified IPO, receive a written request from Series B Holders of at least 50% of the Series B Shares then outstanding, or the Holders of at least ten percent (10%) 50% of the Registrable Securities then outstanding outstanding, that the Company files file a registration statement under the Securities Act covering the registration of such Holders’ Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
Appears in 2 contracts
Samples: Shareholders’ Agreement (Le Gaga Holdings LTD), Shareholders’ Agreement (Le Gaga Holdings LTD)
Request by Holders. If the Company shall receive at any time after the earlier of May 25, 2010 or six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a Qualified IPOregistration filed under the Securities Act, a written request from the Holders of at least ten forty percent (1040%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten twenty (1020) Business Days days after the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Company shall Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least forty percent (40%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not be obligated to effect any such less than Five Million Dollars ($5,000,000). A registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act statement filed pursuant to this Section 3.3 or Section 3.5, or in which 2.2 may include other securities of the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (Company with respect to all or any portion which registration rights have been granted in accordance with the terms of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)this Agreement.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Palo Alto Networks Inc)
Request by Holders. If the Company shall receive at any time after the expiry of six months after a Qualified IPO, IPO receive a written request from the Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.33, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.33; provided, however, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least thirty percent (30%) of all Registrable Securities then outstanding; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 3 or Section 3.55, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.44, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a4(a).
Appears in 2 contracts
Samples: Shareholders’ Agreement (Noah Education Holdings Ltd.), Shareholders’ Agreement (Bitauto Holdings LTD)
Request by Holders. If the Company shall receive shall, at any time after the closing of a Qualified IPOPublic Offering, receive a written request from the Holders of at least ten twenty-five percent (1025%) of the Registrable Securities then outstanding Then Outstanding that the Company files file a registration statement under the Securities Act covering the registration of any Registrable Securities Then Outstanding pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
Appears in 2 contracts
Samples: Shareholders Agreement (Lizhi Inc.), Shareholders Agreement (Lizhi Inc.)
Request by Holders. If the Company shall receive at any time after a Qualified IPO, the Effective Date hereof receive a written request from the Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3Exhibit A, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least thirty percent (30%) of all Registrable Securities then outstanding; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.54, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43 of this Exhibit A, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a).3(a) of this Exhibit A.
Appears in 2 contracts
Samples: Shareholders Agreement, Shareholders Agreement (AutoTrader Group, Inc.)
Request by Holders. If the Company shall receive at any time not earlier than six (6) months after a Qualified IPOthe IPO or two (2) years from the date of this Agreement, whichever is earlier, receive a written request from the Initiating Holders of at least ten percent (10%) of with respect to the Registrable Securities then outstanding owned by such Initiating Holders, that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after their receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a).
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Joinder Agreement (iSoftStone Holdings LTD)
Request by Holders. If the Company shall receive at any time after a Qualified IPO, the Effective Date receive a written request from the Holders of at least ten thirty percent (1030%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.1, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders , and shall send a written notice stating use its best efforts to effect, as soon as practicable, the number registration under the Securities Act of all Registrable Securities requested that the Holders request to be registered and included in such registration (the “Request Securities”) by written notice given by such Holders to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration of the Request Securities, subject only to the limitations of this Section 3.32.1; provided, however, provided that the Company shall not be obligated to effect any such registration if (i) the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.1 or Section 3.52.2, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.3, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration), or (ii) the aggregate market value of the Registrable Securities initially requested to be included in such registration (not including any Registrable Securities subsequently requested to be included in response to the Request Notice), calculated based upon the average closing price of the Registrable Securities for the ten (10) consecutive trading days immediately prior to the date of the Holders’ written request for such registration pursuant to the provisions of this Section 3.4(a2.1(a), is less than US$50,000,000.
Appears in 2 contracts
Samples: Registration Rights Agreement (LexinFintech Holdings Ltd.), Registration Rights Agreement (Pacific Alliance Group LTD)
Request by Holders. If the Company shall receive shall, at any time after six (6) months following a Qualified IPOPublic Offering, receive a written request from the Holders holders of at least ten twenty percent (1020%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities (or any lesser percentage if the anticipated gross receipts from the offering exceed US$20,000,000), pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if (i) the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a), or (ii) the Company delivers notice to the Holders within thirty (30) days of the Request Notice of its intent to file an registration statement for such initial public offering within ninety (90) days.
Appears in 2 contracts
Samples: Shareholders Agreement (NetQin Mobile Inc.), Shareholders Agreement (NetQin Mobile Inc.)
Request by Holders. If the Company shall receive shall, at any time after a Qualified IPOtime, receive a written request from the Holders of at least ten percent (10%) 15% of the Registrable Securities then then-outstanding that the Company files file a registration statement under the Securities Act covering the registration of such Holders’ Registrable Securities pursuant to this Section 3.33.3 with an anticipated gross proceeds from the offering of such Registrable Securities in excess of US$10,000,000, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, and in any event, shall effect, no later than the Demand Registration Effectiveness Deadline, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.53.5 hereof, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a).
Appears in 1 contract
Request by Holders. If the Company shall receive Company, at any time after prior to the third (3rd) anniversary of the Closing Date, is unable to maintain the effectiveness of the Shelf Registration Statement, other than in connection with a Qualified IPOSuspension Event, and during such time, the Company receives a written request from the Holders of at least ten twenty-five percent (1025%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3Securities, then the Company shall, within ten (10) Business Days business days after the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request Securities, subject only to the limitations of this Section 3.3Notice; provided, however, that the Company Registrable Securities requested by all Holders to be registered pursuant to such request must be at least fifteen percent (15%) of all Registrable Securities then outstanding. Such registration shall not be obligated to effect any such registration if effected on a Form S-1 or S-2, whichever is then available for the Company has, within Company's use under the six (6) month period preceding the date of such request, already effected a registration rules promulgated under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)Act.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Evans & Sutherland Computer Corp)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) five (5) years after the Series A+ Closing or (ii) six (6) months following the taking effect of a Qualified IPOregistration statement for the Company’s initial public offering, receive a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of at least fifteen percent (15%) of the Registrable Securities pursuant to this Section 3.32, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.5, 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(aSections 2.2(b) or 3.2(b).
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) forty eight (48) months after the Second Closing (as defined in the Series D Share Purchase Agreement) or (ii) any time following the completion of a Qualified IPO, receive a written request from the Holders of at least ten thirty percent (1030%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of all or any portion of the Registrable Securities pursuant to this Section 3.32, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.5, 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(aSections 2.2(b) or 3.2(b).
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement or (ii) six (6) months following a Qualified IPO, receive a written request from the Holders of at least ten fifteen percent (1015%) of the Registrable Securities then outstanding Outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.3; and provided that (i) the Registrable Securities to be registered would exceed ten percent (10%) of the total Registrable Securities then Outstanding or (ii) the anticipated aggregate gross proceeds of such registration would exceed US$20,000,000, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(b). The Company shall be obligated to effect no more than three (3) registrations pursuant to this Section 2.3.
Appears in 1 contract
Request by Holders. If Subject to the Company shall receive at any time after a Qualified IPOprovisions of Section 1.2(c), a written request from the Holders of ------------------ for so long as Intel or its permitted assignees own Common Stock representing at least ten twenty percent (1020%) of the Registrable Securities then common equity of the Company, Intel or, if Intel holds less than five percent (5%) of the outstanding common equity, Intel's permitted assignees shall be entitled to request in writing that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.31.2, then and the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all -------------- Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.31.2; provided, however, provided -------- that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 1.2 or Section 3.51.4, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.41.3, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a1.3(a).
Appears in 1 contract
Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)
Request by Holders. If the Company shall receive at any time after a Qualified IPOthe earlier of (i) the third (3rd) anniversary of the date hereof, or (ii) six (6) months after the consummation of an initial public offering, receive a written request from the Holders of at least ten thirty percent (1030%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of Registrable Securities held by such Holders (or any lesser percentage if the anticipated gross proceeds from such offering exceed US$5,000,000) pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six twelve (612) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or 2.3 in the jurisdiction in which the Initiating Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a (as defined below) have requested such registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)effected.
Appears in 1 contract
Request by Holders. If the Company shall receive at any time after beginning on the earlier of (i) May 5, 2017 or (ii) the six (6) month anniversary of a Qualified IPOPublic Offering, a written request from the Holders of at least ten twenty-five percent (1025%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3, then the Company shall, within ten (10) Business Days after the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best commercially reasonable efforts to effect, as soon as practicable, the registration of the Request Securities, subject only to the limitations of this Section 3.3; provided, however, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.53.5 hereof, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43.4 hereof, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)) hereof.
Appears in 1 contract
Request by Holders. If the Company shall receive at any time after the earlier of (i) 3 years after the date of this Agreement or (ii) six (6) months following a Qualified IPO, IPO receive a written request from the Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after a Qualified the earlier of (i) the second anniversary of the date of this Agreement and (ii) the 180th day after the closing of the Company’s IPO, receive a written request from the Holders of at least ten thirty-three percent (1033%) of the Registrable Securities then outstanding that the Company files to file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(b).
Appears in 1 contract
Request by Holders. If Subject to the conditions of this paragraph 3.1, if the Company shall receive at any time after a Qualified the earlier of (i) three (3) years after the date hereof and (ii) one hundred eighty (180) days following an IPO, a written request from the Holders of at least ten percent (10%) 30% or more of the Registrable Securities then outstanding Then Outstanding that the Company files shall file a registration statement under the Securities Act covering the registration of some or all of the Registrable Securities pursuant to held by such Holders (a “Demand Notice”) in accordance with this Section 3.3paragraph 3.1, then the Company shall, within ten (10) Business Days after of the receipt of such written requesta Demand Notice, give a written notice of such request proposed registration to all other Holders (the a “Request Notice”) and shall offer to all Holders. The include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such other Holders who respond in writing to the Company’s notice within thirty (30) days after delivery of such notice (which response shall send a written notice stating specify the number of Registrable Securities requested proposed to be registered and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Noticeregistration). The Company shall thereafter use its best efforts to effect, as soon as practicable, the such registration of the Request SecuritiesRegistrable Securities under the Securities Act on an appropriate form, subject only including Form F-3 or Form S-3, if available, which the Company has been so requested to the limitations of this Section 3.3register; provided, however, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or except in which accordance with the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a).following provisions:
Appears in 1 contract
Request by Holders. If the Company shall receive at At any time after the earlier of (i) July 1, 2005 or (ii) six months after the consummation of a Qualified IPO, upon receipt of a written request from the Holders of at least ten thirty-five percent (1035%) of the Registrable Securities then outstanding (excluding Registrable Securities held by Mr. Chey until such time as there are no Registrable Securities other xxxx xxose held by Mr. Chey), that the Company files file a registration statement under the Securities Sxxxxxxxxs Act covering the registration of Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after the date the Request SecuritiesNotice is dispatched, subject only to the limitations of this Section 3.32.3; provided, however, that the Company shall not be obligated to effect effect, or take any action to effect, any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a).2.3:
Appears in 1 contract
Samples: Preferred Stock Investors Rights Agreement (WiderThan Co., Ltd.)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) the fifth (5th) anniversary of the date of the Initial Closing or (ii) following a Qualified IPO, receive a written request from the Holders of at least ten percent (10%) of the Registrable Securities (on an as-converted basis) then outstanding that the Company files file a registration statement under the Securities Act covering the registration of such Holders’ Registrable Securities pursuant to this Section 3.37.03, then the Company shall, within ten (10) Business Days after days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.37.03; provided that the Company shall not be obligated to effect any such registration during the six (6) month period commencing with the date of a Qualified IPO; provided, howeverfurther, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 7.03 or Section 3.57.05, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.47.04 or Section 6.03, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)7.04.
Appears in 1 contract
Samples: Shareholders Agreement (Daojia LTD)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) two (2) years after the date of this Agreement or (ii) six (6) months following a Qualified IPO, receive a written request from Series B Holders of at least 50% of the Series B Shares then outstanding or the Holders of at least ten percent (10%) 50% of the Registrable Securities then outstanding outstanding, that the Company files file a registration statement under the Securities Act covering the registration of such Holders’ Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the’ Holders request to be registered and included in such registrable by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, Provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with With respect to all or any portion of the Registrable Securities the Holders Holders’ requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
Appears in 1 contract
Samples: Series B1 Preferred Share Subscription Agreement (Le Gaga Holdings LTD)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) two (2) years after the date of this Agreement or (ii) six (6) months following a Qualified IPO, receive a written request from Series B Holders of at least 50% of the Series B Shares then outstanding, or the Holders of at least ten percent (10%) 50% of the Registrable Securities then outstanding outstanding, that the Company files file a registration statement under the Securities Act covering the registration of such Holders’ Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if If the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time beginning 180 days after a Qualified IPOthe date hereof and at least 180 days after the last registration pursuant to this Section 2.2 (unless any Registration Securities were excluded from such registration pursuant to Section 2.2(b)), receive a written request from (i) the Holders of at least ten forty-two percent (1042%) of the Registrable Securities then outstanding outstanding, provided that the anticipated aggregate offering price of such Registrable Securities would not be less than $2,000,000, (ii) Palladin Capital Group, Inc. ("Palladin"); provided that Palladin has not previously exercised a demand pursuant to this Section 2.2(a)(ii) or (iii) Reservoir Capital Group, Inc. ("Reservoir"); provided that Reservoir has not previously exercised a demand pursuant to this Section 2.2(a)(iii), that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, under a registration statement form requested by the Holders initiating the registration request (the "Initiating Holders"), the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.3; provided, however, that 2.2. No other shares of the Company (other than Registrable Securities) shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected included in a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which 2.2 without the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion written consent of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)Initiating Holders.
Appears in 1 contract
Samples: Investor Rights Agreement (Restoration Hardware Inc)
Request by Holders. If the Company shall receive shall, at any time after six (6) months following a Qualified IPOPublic Offering, receive a written request from the Holders holders of at least ten twenty percent (1020%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities (or any lesser percentage if the anticipated gross receipts from the offering exceed US$20,000,000), pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if (i) the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a)., or (ii) the Company delivers notice to the Holders within thirty (30) days of the Request Notice of its intent to file an registration statement for such initial public offering within ninety (90) days. (b)
Appears in 1 contract
Samples: Shareholders Agreement
Request by Holders. If Subject to the Company provisions of Section 1.2(c), NBAMV shall receive at any time after a Qualified IPO, a written be entitled to request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding in writing that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.31.2, then and the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.31.2; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 1.2 or Section 3.51.4, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.41.3, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a1.3(a).
Appears in 1 contract
Request by Holders. If the Company shall receive at any time after a Qualified IPO, the Initial Offering receive a written request from the Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding (the "INITIATING HOLDERS") that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, howeverprovided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least fifteen percent (15%) of all Registrable Securities then outstanding; and provided further, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a).
Appears in 1 contract
Samples: Shareholders Agreement (Ctrip Com International LTD)
Request by Holders. If the Company shall receive receive, at any time after the earlier of (i) the expiration of thirty-six (36) months after the date of the Closing, or (ii) six (6) months after a Qualified IPO, a written request from the Holders of at least ten twenty percent (1020%) of the Registrable Securities then outstanding that the Company files a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3, then the Company shall, within ten (10) Business Days after the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration of the Request Securities, subject only to the limitations of this Section 3.3; provided, however, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a).
Appears in 1 contract
Samples: Shareholders Agreement (Yunji Inc.)
Request by Holders. If the Company shall receive at any time after a Qualified IPO, the ------------------ Company's IPO receive a written request from the Holders of at least ten twenty percent (1020%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its -------------- best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.2; provided, however, provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must be at least twelve percent (12%) of all Registrable Securities then outstanding; and provided further that the Company shall not be obligated -------- ------- to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.52.2, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.3, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.3(a).
Appears in 1 contract
Request by Holders. If the Company shall receive at any time after a Qualified IPO, the first anniversary of the date hereof receive a written request from any of the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten fifteen (1015) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within fifteen (15) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.2; provided, however, PROVIDED that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least fifty percent (50%) of all Registrable Securities then outstanding; and PROVIDED FURTHER that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.52.2, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which 2.3 if at least 50% of the number of Registrable Securities of Holders have been excluded (with respect as to all or any portion of the Registrable Securities which registration was requested by the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)were registered therein.
Appears in 1 contract
Request by Holders. If the Company shall receive at any time after a Qualified IPO, 180 days of the date hereof receive a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding Investor that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; providedprovided that the anticipated aggregate offering price of such Registrable Securities, howevernet of underwriting discounts and commissions, shall be at least $20,000,000; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.54, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a3(a).
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after six (6) months following a Qualified IPOPublic Offering, receive a written request from the Holders of at least ten percent (10%) 15% of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of such Holders’ Registrable Securities pursuant to this Section 3.33.3 with an anticipated gross proceeds from the offering of such Registrable Securities in excess of US$10,000,000, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, 3.5 hereof or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a).
Appears in 1 contract
Request by Holders. If the Company shall receive at any time after a Qualified IPO, Upon receipt of a written request from the Holders of at least ten thirty percent (1030%) of the Registrable Securities then outstanding Then Outstanding that the Company files file a registration statement under the Securities Act covering the registration of any Registrable Securities Then Outstanding pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, 2.4 other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested to be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
Appears in 1 contract
Samples: Shareholders Agreement (AiHuiShou International Co. Ltd.)
Request by Holders. If the Company shall receive shall, at any time after a Qualified the earlier of (i) thirty six (36) months after the Series B Closing, (ii) after the Company’s IPO, or (iii) six (6) months after the Company becomes subject to the reporting requirements of the Securities Exchange Act, receive a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.5, 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(aSections 2.2(b) or 3.2(b).
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after a Qualified the earlier of (i) twenty-four (24) months after the Closing, (ii) after the Company’s IPO, or (iii) six (6) months after the Company becomes subject to the reporting requirements of the Securities Exchange Act, receive a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32, then the Company shall, within ten five (105) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within fifteen (15) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.5, 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(aSections 2.2(b) or 3.2(b).
Appears in 1 contract
Samples: Shareholders’ Agreement (Tarena International, Inc.)
Request by Holders. If the Company shall receive at any time after a Qualified IPOthe first anniversary of the Closing, as defined in the Purchase Agreement, receive a written request from the Holders of at least ten twenty-five percent (1025%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.2; provided, however, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least twenty-five percent (25%) of all Registrable Securities then outstanding; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.2 or Section 3.52.4, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.3, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.3(a).
Appears in 1 contract
Samples: Rights Agreement (Intel Corp)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) five (5) years after the Closing or (ii) one (1) year following the taking effect of a Qualified registration statement for the Company’s IPO, receive a written request from the Holders of at least ten twenty- percent (1020%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of at least thirty percent (30%) of the Registrable Securities pursuant to this Section 3.32, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.5, 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.2(b) or Section 3.2(b).
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after a Qualified IPOsix (6) months following the date hereof, receive a written request from the Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of no less than fifty percent (50%) of such Holders’ Registrable Securities pursuant to this Section 3.32.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$15,000,000), then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
Appears in 1 contract
Samples: Share Exchange Agreement (Spring Creek Acquisition Corp.)
Request by Holders. If the Company shall receive receive, at any time after the earlier of (i) the third (3rd) anniversary of the date hereof, or (ii) six (6) months after the completion of a Qualified IPO, a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company files a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3, then the Company shall, within ten (10) Business Days after the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration of the Request Securities, subject only to the limitations of this Section 3.3; provided, however, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a).
Appears in 1 contract
Request by Holders. If the Company shall receive at any time after a Qualified IPO, a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that that, on or after October 9, 2008, the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.31.2 (a “Request”), then the Company shall, within ten (10) Business Days after the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of the Request Securities, subject only all Registrable Securities which Holders request to the limitations of this Section 3.3be registered and included in such registration; provided, however, that the Registrable Securities requested by the Holders to be registered pursuant to such request must not be an amount greater than two million (2,000,000) shares of Common Stock nor in an amount less than five hundred thousand (500,000) shares. Without limiting the generality of the foregoing, to the extent that the Company has shares available under an effective shelf registration statement on Form S-3 (the “Shelf Registration Statement”), to the extent permitted by the rules and regulations of the Commission, the Company shall not first file a prospectus supplement under such Shelf Registration Statement with respect to the lesser of (1) the number of shares requested to be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which registered by the Holders had an opportunity to participate pursuant to the provisions Request or (2) the number of Section 3.4shares remaining available under such Shelf Registration Statement. Any shares which cannot be included under the Shelf Registration Statement, other than a registration from which whether due to lack of availability under the Registrable Securities of Holders have been excluded (with respect Shelf Registration Statement or due to all or any portion the rules and regulations of the Registrable Securities Commission, shall be subject to a separate registration statement filed by the Holders requested Company, which separate registration statement shall be included filed as soon as practicable, but in such registration) pursuant to no event later than 30 days after the provisions receipt by the Company of Section 3.4(a)a Request.
Appears in 1 contract
Request by Holders. If the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months following a Qualified IPO, Public Offering receive a written request from the Holders of at least ten thirty percent (1030%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) five (5) years after the Completion or (ii) six (6) months following the taking effect of a registration statement for a Qualified IPO, receive a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding Preferred Shares that the Company files file a registration statement under the Securities Act covering the registration of at least thirty percent (30%) of the Registrable Securities pursuant to this Section 3.32, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.5, 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(aSections 2.2(b) or 3.2(b).
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after a Qualified the earlier of (i) the sixth anniversary of the Original Closing Date or (ii) the date that is six (6) months after the closing of an IPO, receive a written request from the Holders of at least ten thirty percent (1030%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of a minimum of 20% of the Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all the Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(i).
Appears in 1 contract
Samples: And Restated Shareholders Agreement (New Ruipeng Pet Group Inc.)
Request by Holders. If the Company shall receive shall, at any time after six (6) months following the closing of a Qualified IPOIPO in the United States on either the New York Stock Exchange or the Nasdaq National Market, receive a written request from the Holders of at least ten percent (10%) 25% of the Registrable Securities then outstanding Outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3Clause 3, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a deliver written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice delivered by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.3Clause 3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six preceding twelve (612) month period preceding the date of such requestperiod, already effected a registration two or more registrations under the Securities Act pursuant to this Section 3.3 Clause 3 or Section 3.5, or Clause 5 in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4Clause 4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)Clause 4.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Canadian Solar Inc.)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months following a Qualified IPOPublic Offering, receive a written request from the Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of such Holders’ Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
Appears in 1 contract
Samples: Series a Preferred Share Purchase Agreement (Le Gaga Holdings LTD)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) December 31, 2020, or (ii) six (6) months following the taking effect of a registration statement for a Qualified IPOPublic Offering, receive a written request from the Holders of at least ten percent (10%) a majority of the Registrable Securities then issued and outstanding that the Company files file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding pursuant to this Section 3.34.3, (or any lesser percentage if the anticipated gross receipts from the offering are to exceed US$5,000,000) then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.34.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month months period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 4.3 or Section 3.5, 4.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.44.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a4.4(a).
Appears in 1 contract
Samples: Fourth Amended and Restated Shareholders Agreement (I-Mab)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) five (5) years after the Closing or (ii) six (6) months following the taking effect of a Qualified IPOregistration statement for the initial public offering of the Securities of the Company, receive a written request from the Holders of at least ten percent (10%) [**] of the Registrable Securities then outstanding Then Outstanding that the Company files file a registration statement under the Securities Act (other than Form F-3/S-3) covering the registration of any Registrable Securities of such Holders pursuant to this Section 3.32.3 with the anticipated gross proceeds from the offering greater than [**], then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3. The Company shall be obligated to effect no more than three (3) registrations pursuant to this Section 2.3 that have been declared and ordered effective; provided, however, that the Company shall not be obligated to effect any such registration if the Company has, within sale of all of the six (6) month period preceding the date of such request, already effected a registration under the Registrable Securities Act sought to be included pursuant to this Section 3.3 2.3 is not consummated for any reason other than due to the action or Section 3.5, or in which inaction of the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the including Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) , such registration shall not be deemed to constitute a demand registration pursuant to the provisions of this Section 3.4(a)2.3.
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after six (6) months following the closing of a Qualified IPOIPO in the United States on either the New York Stock Exchange or the Nasdaq National Market, receive a written request from the Holders of at least ten percent (10%) 50% of the Registrable Securities then outstanding Outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3Clause 11(C), then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a deliver written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice delivered by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.3Clause 11(C); provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six preceding twelve (612) month period preceding the date of such requestperiod, already effected a registration two or more registrations under the Securities Act pursuant to this Section 3.3 Clause 11(C) or Section 3.5, Clause 11(E) or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4Clause 11(D), other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(aClause 11(D)(i).
Appears in 1 contract
Samples: Note Subscription and Rights Agreement (China Techfaith Wireless Communication Technology LTD)
Request by Holders. If the Company shall receive at any time after the earlier of (i) nine (9) months after the effective date of a Qualified IPOIPO or (ii) the third anniversary of the date hereof, receive a written request from the Holders holders of at least ten percent not less than fifty (1050%) percent of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.33.1, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.33.1; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month 180 day period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.53.1, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43.2, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a3.2(a).
Appears in 1 contract
Request by Holders. If the Company shall receive at any time after the earlier of (i) the effective date of the Company's initial public offering of its securities pursuant to a Qualified IPOregistration filed under the Securities Act or, (ii) May 5, 2000 (provided such date is not within six months after the effective date of the Company's initial public offering), a written request from the Holders of at least ten forty percent (1040%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders. The Holders shall send a written notice stating , and effect, as soon as practicable and in any event within sixty (60) days of the number receipt of such request, the registration under the Securities Act of all Registrable Securities requested which Holders request to be registered and included in such registration (the “Request Securities”) by written notice given by such Holders to the Company within ten twenty (1020) Business Days days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration of the Request Securities, subject only to the limitations of this Section 3.32.2; provided, however, PROVIDED that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least fifty percent (50%) of all Registrable Securities then outstanding, (ii) in the case of a request by the Holders have been excluded of Series B Stock or Series C Stock, be at least twenty percent (with respect to 20%) of all Registrable Securities issued or any portion issuable upon conversion of the Registrable Securities Series B Stock or Series C Stock, as the Holders requested be included in such registrationcase may be, or (iii) pursuant to the provisions have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of Section 3.4(a)not less than $5,000,000.
Appears in 1 contract
Request by Holders. If the Company shall receive at any time after a Qualified IPO, a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding a Holder that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.36.1, then the Company shall, within ten (10) Business Days after 10 business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within 20 days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.36.1; provided, however, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least 25% of the Registrable Securities Then Outstanding; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.56.1, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.46.2, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a6.2(a). Any registration under this Section 6.1 shall, if requested in the Request Notice, be effected pursuant to Rule 415 under the Act (or its successor) on a continuous basis for the period requested.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Travis Boats & Motors Inc)
Request by Holders. If the Company shall receive at any time after a Qualified IPODecember 10, 1999 receive a written request from the Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten fifteen (1015) Business Days after business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within fifteen (15) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.2; provided, however, that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least fifty percent (50%) of all Registrable Securities held by the requesting Holders; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.52.2, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which 2.3 if at least fifty percent (50%) of the number of Registrable Securities of Holders have been excluded (with respect as to all or any portion of the Registrable Securities which registration was requested by the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)were registered therein.
Appears in 1 contract
Samples: Note Purchase Agreement (Accom Inc)
Request by Holders. If the Company shall receive at any time after a Qualified the earlier of (i) three (3) years following the Second Closing (as defined in the Series B-1 Subscription Agreement), or (ii) six (6) months following the consummation of the Company’s IPO, receive a written request from the Holders of at least ten twenty percent (1020%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.33, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Holders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.33; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 3 or Section 3.55, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.44, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a4(b).
Appears in 1 contract
Request by Holders. If the Company shall receive at any time ------------------ after the earlier of (i) December 31, 2001, or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a Qualified IPOregistration filed under the Securities Act, a written request from the Holders of at least ten percent (10%) a majority of the Registrable Securities (other than Founders' Shares) then outstanding that the Company files file a registration statement under the Securities Act covering the registration of the Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating , and effect, as soon as practicable, -------------- the number registration under the Securities Act of all Registrable Securities requested (other than Founders' Shares) which Holders request to be registered and included in such registration (the “Request Securities”) by written notice given such Holders to the Company within ten twenty (1020) Business Days days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration of the Request Securities, subject only to the limitations of this Section 3.32.2; provided, however, provided -------- that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities (other than Founders' Shares) requested by all Holders to be registered pursuant to such request must either (i) be at least forty percent (40%) of Holders all Registrable Securities (other than Founders' Shares) then outstanding or (ii) have been excluded an anticipated aggregate public offering price (with respect to all or before any portion underwriting discounts and commissions) of not less than $20,000,000 if such requested registration is the initial public offering of the Registrable Company's stock registered under this Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)Act.
Appears in 1 contract
Request by Holders. If the Company shall receive at any time after a Qualified IPO, a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that that, on or after October 9, 2008, the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.31.2 (a "Request"), then the Company shall, within ten (10) Business Days after the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of the Request Securities, subject only all Registrable Securities which Holders request to the limitations of this Section 3.3be registered and included in such registration; provided, however, that the Registrable Securities requested by the Holders to be registered pursuant to such request must not be an amount greater than two million (2,000,000) shares of Common Stock nor in an amount less than five hundred thousand (500,000) shares. Without limiting the generality of the foregoing, to the extent that the Company has shares available under an effective shelf registration statement on Form S-3 (the "Shelf Registration Statement"), to the extent permitted by the rules and regulations of the Commission, the Company shall not first file a prospectus supplement under such Shelf Registration Statement with respect to the lesser of (1) the number of shares requested to be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which registered by the Holders had an opportunity to participate pursuant to the provisions Request or (2) the number of Section 3.4shares remaining available under such Shelf Registration Statement. Any shares which cannot be included under the Shelf Registration Statement, other than a registration from which whether due to lack of availability under the Registrable Securities of Holders have been excluded (with respect Shelf Registration Statement or due to all or any portion the rules and regulations of the Registrable Securities Commission, shall be subject to a separate registration statement filed by the Holders requested Company, which separate registration statement shall be included filed as soon as practicable, but in such registration) pursuant to no event later than 30 days after the provisions receipt by the Company of Section 3.4(a)a Request.
Appears in 1 contract
Samples: Form of Registration Rights Agreement (Nierenberg Investment Management Co)
Request by Holders. If the Company shall receive shall, at any time after the earlier of (1) two (2) years after the date of the Shareholders Agreement or (ii) six (6) months following a Qualified IPO, receive a written request from Series B Holders of at least 50% of the Series B Shares then outstanding, or the Holders of at least ten percent (10%) 50% of the Registrable Securities then outstanding outstanding, that the Company files file a registration statement under the Securities Act covering the registration of such Holders’ Registrable Securities pursuant to Section 2.3 of this Section 3.3Appendix, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of Section 2.3 of this Section 3.3Appendix; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 of this Appendix or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4 of this Appendix, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)2.4(a) of this Appendix.
Appears in 1 contract
Request by Holders. If the Company shall receive at any time not earlier than six (6) months after a Qualified IPOan initial underwritten public offering of its Ordinary Shares, receive a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after their receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities that the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a).
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) two (2) years after the Closing or (ii) six (6) months following the effectiveness of a Qualified registration statement for a IPO, receive a written request from the Holders of at least ten twenty five percent (1025%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of all or any portion of Registrable Securities pursuant to this Section 3.32.1, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all such Registrable Securities that the Holders request to be registered, and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.1; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.5, 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(aSections 2.2(b) or 3.2(b).
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after (i) seven (7) years after the Closing, receive a written request from the Holder of at least forty percent (40%) of the Registrable Securities then Outstanding or (ii) the six (6) months following the taking effect of a registration statement for a Qualified IPO, receive a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding Outstanding, in each case requesting that the Company files file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities pursuant to this Section 3.32, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.5, 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(aSections 2.2(b) or 3.2(b).
Appears in 1 contract
Request by Holders. If the Company shall receive at any time after a Qualified IPO, the Effective Date hereof receive a written request from the Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3Schedule 1, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of $ 10 0,000,000; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.54, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43 of this Schedule 1, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)3.3 of this Schedule 1.
Appears in 1 contract
Request by Holders. If If, at any time prior to a Qualified IPO, the Company shall receive at any time after a Qualified IPO, a written request from the Holders (other than Company Specified Holders) of at least ten greater than thirty percent (1030%) of the Registrable Securities then outstanding Outstanding (other than those held by Company Specified Holders) that the Company files effect a registration statement under the Securities Act US Initial Public Offering that is a Qualified IPO and file a Registration Statement covering the registration of Registrable Securities pursuant to this Section 3.33.1, then the Company shall, within ten twenty (1020) Business Days days after the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice (or such later time as agreed between the Company and the Holders), subject only to the limitations of this Section 3.33; provided, however, that the Company shall need not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act an Initial Public Offering pursuant to this Section 3.3 or Section 3.5, or in which 3.1 unless (i) the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than Initial Public Offering would constitute a registration from which US Initial Public Offering that is a Qualified IPO and (ii) the Registrable Securities requested by all Holders to be registered pursuant to such request is at least ten percent (10%) of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)then Outstanding.
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after the earlier of (1) two (2) years after the date of the Shareholders Agreement or (ii) six (6) months following a Qualified IPO, receive a written request from Series B Holders of at least 50% of the Series B Shares then outstanding, or the Holders of at least ten percent (10%) 50% of the Registrable Securities then outstanding outstanding, that the Company files file a registration statement under the Securities Act covering the registration of such Holders Registrable Securities pursuant to Section 2.3 of this Section 3.3Appendix, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of Section 2.3 of this Section 3.3Appendix; provided, however, provided that the Company shall not be obligated to effect any such registration if If the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 Section; 2.3 or Section 3.5, 2.5 of this Appendix or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4 of this Appendix, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)2.4(a) of this Appendix.
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) the fourth anniversary of the date hereof, or (ii) taking effect of a Qualified registration statement for the IPO, receive a written request from the Holders of at least ten thirty percent (1030%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3Act, then the Company shall, within ten (10) Business Days after (as defined under the Purchase Agreements) of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all the Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a). For the purpose of this Agreement, “IPO” means an initial public offering of the Shares on an internationally recognized stock exchange (including the New York Stock Exchange, NASDAQ, Hong Kong Stock Exchange) or such other reputable stock exchange approved by the Board (including the affirmative votes of at least four (4) Investor Directors (the “Requisite Investor Directors”)).
Appears in 1 contract
Request by Holders. If the Company shall receive shall, at any time after following the taking effect of a registration statement for a Qualified IPO, receive a written request from the Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities pursuant to this Section 3.311.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.311.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 11.3 or Section 3.5, 11.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.411.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a11.4(a).
Appears in 1 contract
Samples: Shareholders’ Agreement (APRINOIA Therapeutics Inc.)
Request by Holders. If the Company shall receive at any time after a Qualified IPOsubsequent to the third anniversary of the date of this Agreement, a written request from the Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.2; provided, however, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least twenty-five percent (25%) of all Registrable Securities then outstanding; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (612) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.2 or Section 3.52.4, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.3, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.3(a).
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Request by Holders. If the Company shall receive at any time after the earlier of (i) the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement and (ii) the expiry of six (6) months after a Qualified IPO, IPO receive a written request from the Holders of at least ten percent (10%) 15% of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.33, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.33; provided, howeverthat the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$50,000,000 (or, in the case of an initial public offering, US$200,000,000); provided, further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 3 or Section 3.55, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.44, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a4(a).
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Request by Holders. If the Company shall receive shall, at any time after six (6) months following the closing of a Qualified IPOIPO in the United States on either the New York Stock Exchange, including the NYSE Arca exchange, or the Nasdaq National Market, receive a written request from the Holders of at least ten percent (10%) 25% of the Registrable Securities then outstanding Outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3Clause 3, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a deliver written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice delivered by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.3Clause 3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six preceding twelve (612) month period preceding the date of such requestperiod, already effected a registration two or more registrations under the Securities Act pursuant to this Section 3.3 Clause 3 or Section 3.5, or Clause 5 in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4Clause 4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a)Clause 4.1.
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Samples: Registration Rights Agreement (Canadian Solar Inc.)
Request by Holders. If the Company shall receive receive, at any time after a Qualified IPOthe earlier of (i) the fifth (5th) anniversary of the Closing, or (ii) six (6) months after the Company’s initial public offering, a written request from the Holders of at least ten twenty percent (1020%) of the Registrable Securities then outstanding that the Company files a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.3, then the Company shall, within ten (10) Business Days after the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration of the Request Securities, and subject only to the limitations of this Section 3.3; , provided, however, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a).
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Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) forty eight (48) months after the Closing or (ii) six (6) months following the taking effect of a registration statement for a Qualified IPO, receive a written request from the Holders of at least ten percent (10%) of the Registrable Securities then outstanding Outstanding that the Company files file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities pursuant to this Section 3.32, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2 or Section 3.5, 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.43, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(aSections 2.2(b) or 3.2(b).
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Request by Holders. If the Company shall receive at any time after a Qualified IPOthe first anniversary of the Closing, as defined in the Purchase Agreement, receive a written request from the Holders of at least ten twenty-five percent (1025%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.32.2, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “"Request Notice”") to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.2; provided, however, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least fifteen percent (15%) of all Registrable Securities then outstanding; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.2 or Section 3.52.4, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.3, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.3(a).
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Samples: Rights Agreement (Intel Corp)
Request by Holders. If the Company shall receive shall, at any time after a the earlier of (i) the third anniversary of the date of this Agreement or (ii) the closing of the Qualified IPO, receive a written request from the Holders of at least ten percent (10%) 50% of the Registrable Securities then outstanding held by all Holders of Series B Preferred Shares that the Company files file a registration statement under the Securities Act covering the registration of at least 50% of the Registrable Securities then held by such requesting Holders pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Request SecuritiesHolders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after the Company’s delivery of written notice thereto, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a). The Company shall not be obligated to effect more than three (3) such demand registrations pursuant to this Section 2.3(a).
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Request by Holders. If the Company shall receive shall, at any time after the earlier of (i) two (2) years after the date of this Agreement or (ii) six (6) months following a Qualified IPOPublic Offering, receive a written request from the Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding that the Company files file a registration statement under the Securities Act covering the registration of such Holders’ Registrable Securities pursuant to this Section 3.32.3, then the Company shall, within ten (10) Business Days after business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders. The Holders shall send a written notice stating the number of Registrable Securities requested to be registered , and included in such registration (the “Request Securities”) to the Company within ten (10) Business Days after receipt of the Request Notice. The Company shall thereafter use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request SecuritiesNotice, subject only to the limitations of this Section 3.32.3; provided, however, provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 2.3 or Section 3.5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.42.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a2.4(a).
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