Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company shall receive at any time after six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares), 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 Notice, subject only to the limitations of this Section 1; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000.

Appears in 3 contracts

Sources: Registration Rights Agreement (Omniture, Inc.), Registration Rights Agreement (Omniture, Inc.), Registration Rights Agreement (Omniture, Inc.)

Request by Holders. If the Company shall receive receive, at any time after the earlier of (i) the five-year anniversary of the First Closing (as defined in the Series F-1 Agreement) or (ii) six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% fifty percent (50%) of the Registrable Securities then outstanding (the “Initiating Holders”) and held by Investors that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12; provided provided, however, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than fifteen million dollars ($7,500,00015,000,000).

Appears in 3 contracts

Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Marin Software Inc), Investors’ Rights Agreement (Marin Software Inc)

Request by Holders. If the Company shall receive at any time after the earlier of thirty-six (636) months after the date hereof, or one hundred eighty (180) days after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities ActIPO, a written request from the Holders of at least 25% (i) a majority of the Registrable Securities then outstanding, and/or (ii) a majority of the Series C Stock then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)practicable, the registration under the Securities Act of all Registrable Securities which 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 Notice, subject only to the limitations of this Section 12; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either: (i) be at least 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 $7,500,0005,000,000 if such requested registration is the IPO.

Appears in 3 contracts

Sources: Investor Rights Agreement, Investors’ Rights Agreement (Zynga Inc), Investors’ Rights Agreement (Zynga Inc)

Request by Holders. If the Company shall receive at any time after the earlier of three (3) years from the date hereof, or six (6) months after the effective date of the Company’s initial first underwritten sale of Common Stock of the Company to the public offering of its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least 25% a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) 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 Five Million Dollars ($7,500,0005,000,000).

Appears in 3 contracts

Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Aquantia Corp), Investors’ Rights Agreement (Aquantia Corp)

Request by Holders. If the Company shall receive receive, at any time after the earlier of (i) the five-year anniversary of the Closing (as defined in the Series F Agreement) or (ii) six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% fifty percent (50%) of the Registrable Securities then outstanding (the “Initiating Holders”) and held by Investors that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12; provided provided, however, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than fifteen million dollars ($7,500,00015,000,000).

Appears in 3 contracts

Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Marin Software Inc), Investors’ Rights Agreement (Marin Software Inc)

Request by Holders. If the Company shall receive at any time after six the earlier of fifth (65th) months anniversary of the date of this Agreement, or one hundred eighty (180) days after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable efforts to effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Twenty Million Dollars ($7,500,00020,000,000).

Appears in 3 contracts

Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Twitter, Inc.), Investors’ Rights Agreement (Twitter, Inc.)

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 registration filed under the Securities Act, a written request from the Holders of at least 25% forty percent (40%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12; provided that the 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 less than Five Million Dollars ($7,500,0005,000,000). A registration statement filed pursuant to this Section 2.2 may include other securities of the Company with respect to which registration rights have been granted in accordance with the terms of this Agreement.

Appears in 2 contracts

Sources: Investors' Rights Agreement, Investors’ Rights Agreement (Palo Alto Networks Inc)

Request by Holders. If the Company shall receive Company, at any time after the earlier of (i) December 31, 2022, or (ii) six (6) months after following the effective date completion of the Company’s initial a firm commitment underwritten public offering of its securities pursuant to a registration filed the Ordinary Shares of the Company in the United States that has been registered under the Securities ActAct or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchange, receives a written request from the Holders of at least 25% thirty percent (30%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 1.22.3, then the Company shall, within twenty ten (2010) days after Business Days (as defined below) of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)practicable, the registration under the Securities Act of all Registrable Securities which 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 Notice, subject only to the limitations of this Section 1; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,0002.3.

Appears in 2 contracts

Sources: Shareholder Agreement (DouYu International Holdings LTD), Shareholder Agreement (DouYu International Holdings LTD)

Request by Holders. If Subject to the terms of this Agreement, if the Company shall receive shall, at any time after the earlier of (i) expiry of five (5) years following the Closing or (ii) expiry of six (6) months after following the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Actstatement for an IPO, receive a written request from the Holders any Holder of at least 2530% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act (other than Form F-3 or Form S-3) covering the registration of a minimum 20% of the Registrable Securities of such requesting Holders (or any lesser percentage if the anticipated gross proceeds to the Company from the registration shall exceed US$5,000,000) pursuant to this Section 1.24.3, then the Company shall, within twenty ten (2010) days after Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holdersthe Holders of the Registrable Securities, and use its best efforts to effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)practicable, the registration under the Securities Act of all the Registrable Securities which 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 Business Days after receipt of the Request Notice, subject only to the limitations of this Section 1; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000.

Appears in 2 contracts

Sources: Shareholder Agreement (Uxin LTD), Shareholder Agreement (Uxin LTD)

Request by Holders. If At anytime following the lapse of nine (9) months from the closing of the IPO, if the Company shall receive at any time after six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, receives a written request from the Holders of at least 25% a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22 (the “Demand”), then the Company shall, within twenty fourteen (2014) days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and each Holder who is not an Initiating Holder shall have twenty (20) days after receipt of the Request Notice to notify the Company in writing of any Registrable Securities that they wish to be registered and included in such registration (the “Response Notice”)and the Company shall then use its best efforts to effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)practicable, the registration under the Securities Act of all Registrable Securities which that Holders request to be registered and included in such registration by written notice given by such Holders pursuant to the Company Response Notices it receives within twenty (20) days after receipt of the Request Noticetime stated above, subject only to the limitations of this Section 1; 2, and provided that the Company shall not be required to effect such registration unless the estimated aggregate offering price of all Registrable Securities requested by all Holders to be so registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than is at least $7,500,0002,000,000.

Appears in 2 contracts

Sources: Investor Rights Agreement (Regentis Biomaterials Ltd.), Investor Rights Agreement (Regentis Biomaterials Ltd.)

Request by Holders. If the Company shall receive at any time after six (6) months more than 180 days after the effective closing date of the Company’s initial first public offering of its securities of the Company pursuant to an effective registration statement (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a registration filed under the Securities Actstock option, stock purchase or similar plan or an SEC Rule 145 transaction) a written request from the Holders of at least 2550% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.2with an anticipated aggregate public offering price of not less than $10,000,000 (exclusive of underwriters’ discounts and commissions), then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the Request Demand Notice”) to all Holders, Holders and effectuse its commercially reasonable best efforts to, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)practicable, the file a registration statement under the Securities Act of covering all Registrable Securities which that the Initiating Holders request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within twenty (20) days after receipt of the Request Noticedate the Demand Notice is given, and in each case, subject only to the limitations of this Section 1; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,0002.

Appears in 2 contracts

Sources: Investor Rights Agreement (Rocket Fuel Inc.), Investor Rights Agreement (Rocket Fuel Inc.)

Request by Holders. If the Company shall receive at any time after the earlier of (i) the third anniversary of this Agreement, or (ii) six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities 1933 Act, a written request from the Holders of at least twenty-five percent (25% %) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities 1933 Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and effect, as soon as practicable (but practicable, and in no any event more than within ninety (90) days following after receipt of the request from or requests of the Initiating Holders to register such shares(as defined below), the registration under the Securities 1933 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 Notice, subject only to the limitations of this Section 12.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an be at least twenty-five percent (25%) of all Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate public offering price equals or exceeds $5,000,000 (before any underwriting deduction of underwriters' discounts and commissions) of not less than $7,500,000)).

Appears in 2 contracts

Sources: Investors' Rights Agreement (Netscreen Technologies Inc), Investors' Rights Agreement (Netscreen Technologies Inc)

Request by Holders. If the Company shall receive at any time after six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% thirty percent (30%) of the Registrable Securities then outstanding Then Outstanding not earlier than the earlier of (i) three (3) years after the “Initiating Holders”date of the Prior Rights Agreement or (ii) six months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities (or a lesser amount if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed Seven Million Five Hundred Thousand Dollars ($7,500,000)) pursuant to this Section 1.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 1; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,0001.2.

Appears in 2 contracts

Sources: Investor Rights Agreement (Entropic Communications Inc), Investor Rights Agreement (Entropic Communications Inc)

Request by Holders. If the Company shall receive at any time after six (6) months after the effective date consummation of the Company’s an initial public offering of its securities pursuant to a registration filed under the Securities Actoffering, receive a written request from the Holders of at least 25% thirty percent (30%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company 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 1.24.3, then the Company shall, within twenty ten (2010) days after Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)practicable, the registration under the Securities Act of all Registrable Securities which 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 Notice, subject only to the limitations of this Section 14.3; provided that the Registrable Securities requested by all Holders Company shall not be obligated to be registered effect any such registration if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration pursuant to this Section 4.3 in the jurisdiction in which the Initiating Holders (as defined below) have requested such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000registration be effected.

Appears in 2 contracts

Sources: Shareholder Agreement (9F Inc.), Shareholder Agreement (9F Inc.)

Request by Holders. If the Company shall receive at any ------------------ time after the earlier of (i) August 31, 1997, or (ii) six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% forty percent (40%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request ------- Notice") to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 thirty (2030) days after receipt of the Request Notice, subject only to the limitations of this Section 12.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) 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 $7,500,0003,000,000.

Appears in 2 contracts

Sources: Investors' Rights Agreement (Centaur Pharmaceuticals Inc), Investors' Rights Agreement (Centaur Pharmaceuticals Inc)

Request by Holders. If the Company shall receive at any time after the earlier of September 30, 2002, or six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,00020,000,000.

Appears in 2 contracts

Sources: Investors' Rights Agreement (Handspring Inc), Investors' Rights Agreement (Handspring Inc)

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 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12; 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 $7,500,00025,000,000. The Company shall not be obligated to effect a registration under this Section 2.2 during the six-month period after the effective date of the Company's initial public offering of its securities as set forth above.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Macromedia Inc), Agreement and Plan of Reorganization (Macromedia Inc)

Request by Holders. If the Company shall receive at any time after six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% fifty percent (50%) of the Registrable Securities then outstanding Then Outstanding, voting together as one class, not earlier than the earlier of (i) June 30, 2011 and (ii) six months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (the “Initiating HoldersInitial Public Offering) ), that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 11.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,0005,000,000.

Appears in 1 contract

Sources: Registration Rights Agreement (Ambrx Inc)

Request by Holders. If the Company shall receive at any time after six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12.2; provided that 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 or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,0002,000,000.

Appears in 1 contract

Sources: Investors' Rights Agreement (Brocade Communications Systems Inc)

Request by Holders. If the Company shall receive at any time ------------------ after the earlier of (i) September 30, 2002 (except that if the Company has completed the initial public offering of its securities then the time period in 2.2(a)(ii) shall apply even after September 30, 2002), or (ii) six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least twenty-five percent (25% %) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)-------------- 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 Notice, subject only to the limitations of this Section 12.2; 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 $7,500,0002,500,000.

Appears in 1 contract

Sources: Series B Preferred Stock Exchange Agreement (Asymetrix Learning Systems Inc)

Request by Holders. If the Company shall receive (i) at any time after six (6) months after before the effective date initial public offering of the Company’s initial public offering of its securities pursuant to a registration filed stock registered under the Securities Act, a written request from the Holders of at least 25% a majority of the Registrable Securities then outstanding outstanding, or (ii) at any time after the “Initiating Holders”) initial public offering of the Company’s stock registered under the Securities Act, a written request from the Holders of Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.3, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12.3; provided provided, however, that the Registrable Securities requested by all Holders to be registered pursuant to such request (ii) above must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Fifteen Million Dollars ($7,500,00015,000,000.00).

Appears in 1 contract

Sources: Investors’ Rights Agreement (Asthmatx Inc)

Request by Holders. If the Company shall receive at any time after the earlier of (i) five (5) years from the date of this Agreement or (ii) six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% forty percent (40%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) 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 Seven Million Five Hundred Thousand Dollars ($7,500,000).

Appears in 1 contract

Sources: Investor Rights Agreement (SemiLEDs Corp)

Request by Holders. If the Company shall receive at any time after six ------------------ (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% twenty percent (20%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the effect any registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and effect, as -------------- soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register practicable, such shares), 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 Notice, subject only to the limitations of this Section 12.2; provided that the Registrable Securities -------- requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) 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 $7,500,0005,000,000.

Appears in 1 contract

Sources: Investors' Rights Agreement (Asymetrix Learning Systems Inc)

Request by Holders. If the Company shall receive receive, at any time after six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% a majority of the Registrable Securities then outstanding (the “Initiating Holders”) outstanding, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.2, then the Company shall, within twenty (20) 20 days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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) 20 days after receipt of the Request Notice, subject only to the limitations of this Section 1; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least a majority 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 $7,500,00010,000,000.

Appears in 1 contract

Sources: Registration Rights Agreement (Planet Payment Inc)

Request by Holders. If the Company shall receive at any time after the earlier of (i) the date that is eighteen (18) months after the date of this Agreement, or (ii) six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration statement filed under the Securities Act, a written request from the Holders of at least 2530% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and effect, use its best efforts to effect as soon as practicable (but practicable, and in no any event more than within ninety (90) days following of the request from the Initiating Holders to register receipt of such shares)Request Notice, 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 Notice, subject only to the limitations of this Section 12.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000.

Appears in 1 contract

Sources: Investors' Rights Agreement (Broadbase Software Inc)

Request by Holders. If the Company shall receive receives at any time after six the earlier of (6i) months July 1, 2001, or (ii) one hundred eighty (180) days after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 25% twenty percent (20%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shallwill, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and will use its best efforts to effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request the first registration effected pursuant to this Section 2.2 must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,00025,000,000.00; provided further that the Registrable Securities requested by all Holders to be registered pursuant to the second registration effected pursuant to this Section 2.2 must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $15,000,000.00.

Appears in 1 contract

Sources: Investors' Rights Agreement (Transmeta Corp)

Request by Holders. If the Company shall receive receives at any time after the earlier of: (i) six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities ActIPO; or (ii) November 5, 2009, a written request from the Holders of Conversion Stock holding at least 25% thirty percent (30%) of the Registrable Securities then outstanding held by all Holders of Conversion Stock (the “Initiating Holders”) that the Company file a registration statement under the Securities 1933 Act covering the registration of Registrable Securities pursuant to this Section 1.23.2, then the Company shallwill, within twenty ten (2010) business days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all HoldersHolders of Conversion Stock, and effect, as soon as practicable (but practicable, and, in no event more than connection with a registration that is not an IPO, within ninety (90) days following the request from the Initiating Holders to register after receipt of such shares)request, the registration under the Securities 1933 Act of all Registrable Securities which the Holders request to be registered and included in such registration registration, by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 13.2; provided that the Registrable Securities requested by all Holders of Conversion Stock to be registered pursuant to such request must have be at least thirty percent (30%) of all Registrable Securities then outstanding having an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than at least $7,500,0005,000,000.00.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Alexza Pharmaceuticals Inc.)

Request by Holders. If the Company shall receive at any time ------------------ after six the earlier to occur of (6i) months one (1) year after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, and (ii) December 31, 2000, a written request from the Holders of at least 25% forty percent (40%) of the Registrable Securities then outstanding (the “Initiating Holders”) Then Outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request ------- Notice") to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12.2; 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 $7,500,0005,000,000.

Appears in 1 contract

Sources: Investors' Rights Agreement (Extricity Inc)

Request by Holders. If the Company shall receive receive, at any time after six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities ActDecember 31, 2001, a written request from the Holders of at least 25% ten percent (10%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act Registration Statement, covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 Notice, subject only to the limitations of this Section 12; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least ten percent (10%) 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 US $7,500,0001,000,000. Any Registration effected pursuant to this Section 2.2 shall be on Form S-1 unless the Holders of more than fifty percent (50%) of the Registrable Securities to be registered pursuant to such Registration instruct the Company otherwise.

Appears in 1 contract

Sources: Investor Rights Agreement (Tengtu International Corp)

Request by Holders. If the Company shall receive at any time after the earlier of (i) July 5, 2002, or (ii) six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities ActAct (the "IPO"), a written request from the Holders of at least 25% 1,050,000 shares (on a common equivalent basis) of the Demand Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Demand Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all HoldersHolders then eligible to participate in a registration under this Section 2.2(a), and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)practicable, the registration under the Securities Act of all Demand Registrable Securities which such 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 Notice, subject only to the limitations of this Section 12.2; provided that the Demand Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least fifty percent (50%) of all Demand Registrable Securities then outstanding and then eligible for registration under this Section 2.2(a) or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000.offering

Appears in 1 contract

Sources: Investors' Rights Agreement (Virage Logic Corp)

Request by Holders. If the Company shall receive at any time after the earlier of (i) five years from the date hereof and (ii) six (6) months after the effective date registration of the Company’s initial public offering common stock under Section 12(g) of its securities pursuant to a registration filed under the Securities Exchange Act, a written request from the Holders of at least twenty-five percent (25% %) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included include in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 12; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than five million dollars ($7,500,0005,000,000).

Appears in 1 contract

Sources: Investors' Rights Agreement (First Look Studios Inc)

Request by Holders. If the Company shall receive at any time after ------------------ six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least 2540% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the effect any registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice") to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register -------------- practicable, such shares), 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 Notice, subject only to the limitations of this Section 12.2; provided that the 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 less than $7,500,0005,000,000.

Appears in 1 contract

Sources: Series a Preferred Stock Purchase Agreement (Asymetrix Learning Systems Inc)

Request by Holders. If the Company shall receive at any time after six (6) months after the date 180 days following the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities ActQualified IPO, a written request from the Holders of at least 25% sixty six and two-thirds percent (66 2/3%) of the Registrable Securities then outstanding (the “Initiating Holders”) outstanding, voting together as a single class on an as-converted basis, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty (20) days after the receipt of such written requestrequest (except if Section 2.2 is applicable), give written notice of such request (the “Request Notice”) to all Holders, and use its reasonable best efforts to effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares), 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 ninety (2090) days after receipt of the Request Notice, subject only to the limitations of this Section 12; provided that provided, that, the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price gross proceeds (before any underwriting discounts and commissions) of not less than that equals or exceeds ten million dollars ($7,500,00010,000,000).

Appears in 1 contract

Sources: Investors’ Rights Agreement (Dermira, Inc.)

Request by Holders. If the Company shall receive at any time after the earlier of seven (7) years after the date of this Agreement, and six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities ActIPO, a written request from the Holders of at least 25% a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.22.2, then the Company shall, within twenty thirty (2030) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares)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 thirty (2030) days after receipt of the Request Notice, subject only to the limitations of this Section 12; provided that the 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 less than ten million dollars ($7,500,000.10,000,000); provided, however, that the Company shall not be obligated to effect, or take any action to effect, any registration pursuant to this Section 2.2 (1) within the 180 day period following the Company’s initial public offering, or

Appears in 1 contract

Sources: Investors’ Rights Agreement (Dropbox, Inc.)