Common use of Request for Registration Clause in Contracts

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 4 contracts

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

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Request for Registration. (ai) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after within the earlier of five (i5) December 31, 2019 or (ii) 6 months year period commencing 90 days after the effective date of the Initial Offering, Offering a written request from the Holders of fifty percent (50%) or more at least 35% of the Preferred Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price that requests the registration of at least shares in a minimum amount of five million United States dollars ($15,000,0005,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a1.2(i).

Appears in 4 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive receive, at any time after the earlier of (i) December 31, 2019 three years after the Effective Date or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request (a “Registration Request”) from the Required Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act Registration Statement covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereofof the Registration Request, give written notice of such request to all HoldersHolders (a “Requested Registration Notice”), and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing after receipt of the Company’s notice pursuant to this Section 1.2(a)Requested Registration Notice.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Liquidia Technologies Inc), ’ Rights Agreement, Investors’ Rights Agreement (Liquidia Technologies Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.22.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 four (4) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00040,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.2(a).

Appears in 3 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 or six (ii6) 6 months after the effective date of the Initial OfferingOffering and (ii) three years after January 7, 2010 (which is the date of the first closing under the Purchase Agreement), a written request from the Holders of fifty percent (50%) or more at least a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 3 contracts

Samples: Rights Agreement (Violin Memory Inc), Rights Agreement (Violin Memory Inc), Rights Agreement (Violin Memory Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31five (5) years after the date of this Agreement, 2019 or and (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more at least a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00020,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially its reasonable best efforts to effectto, as soon as practicable, the file a registration statement under the Act with respect to all of all the Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a), and use reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable.

Appears in 3 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) December 31, 2019 or four (4) years from the date of the Initial Closing and (ii) 6 six (6) months after the effective date of the Initial OfferingOffering or Direct Listing, a written request from the Holders of fifty percent (at least 50%) or more % of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00030,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of six (i6) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more at least a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price (net of underwriting discounts and commissions) of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially its reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a).

Appears in 2 contracts

Samples: Investors' Rights Agreement (Penson Worldwide Inc), Rights Agreement (Penson Worldwide Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding Series B Preferred Stock (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least more than $15,000,00020,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a)) to the Holders in accordance with Section 3.5.

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier second anniversary of (i) December 31, 2019 or (ii) 6 months after the effective date of this Agreement and during the Initial OfferingTerm of this Agreement, at a time when the Shares are listed on a Permitted Exchange, a written request from the Holders of fifty percent (50%) Purchasers or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) their Transferees that the Company file a registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities with an then outstanding (or a lesser percent if the anticipated aggregate offering price price, net of at least underwriting discounts and commissions, would exceed $15,000,00010,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all HoldersPurchasers or their Transferees and shall, and subject to the limitations of this Section 1.2subsection 5.1(b), use commercially reasonable its best efforts to effect, effect as soon as practicable, the registration under the Securities Act of all Registrable Securities that which the Holders Purchasers or their Transferees request to be registered in a written request received by the Company within twenty thirty (2030) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

Samples: Shareholders' Agreement (Us Electricar Inc), Shareholders' Agreement (Perry Carl D)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 three (3) years after the date of this Agreement or (ii) 6 six months after the effective date of the Initial Offering, a written request (the “Initial Request”) from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0005,000,000, then the Company shall, within twenty (20) days of the receipt thereofof the Initial Request, give written notice of such request the Initial Request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable efforts to effect, file as soon as practicable, the and in any event within 90 days, a registration statement under the Act of all covering the Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of after the mailing of the Company’s notice pursuant to this Section 1.2(a), and to use best efforts to cause such registration statement to become effective within one hundred twenty days of the Initial Request.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Control4 Corp), Investors’ Rights Agreement (Control4 Corp)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Public Offering, a written request from the Holders of fifty twenty-five percent (5025%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

Samples: Investors’ Rights Agreement (CG Oncology, Inc.), Investors’ Rights Agreement (CG Oncology, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.21.3, if the Company shall receive at any time after the earlier of (i) December 31February 16, 2019 2014, or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.21.3, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000Securities, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.21.3, use commercially reasonable its best efforts to effectfile, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, a registration statement under the Act of covering all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a1.3(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders (including the Key Holders), and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) December 31June 22, 2019 2003, or (ii) 6 six (6) months after the effective date of the Initial Offeringfirst registration statement for a public offering of securities of the Company (other than a registration statement on Form X-0, X-0 or any successor thereto), a written request from the Holders of fifty at least thirty-three percent (5033%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000Securities, then the Company shall, within twenty fifteen (2015) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use commercially reasonable its best efforts to effect, effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty ten (2010) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)5.3.

Appears in 2 contracts

Samples: ' Rights Agreement (Drugstore Com Inc), ' Rights Agreement (Drugstore Com Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) December 31January 1, 2019 2008, or (ii) 6 months 180 days after the effective date of the Initial Offeringregistration statement pertaining to an IPO, a written request from the Holders of fifty percent (50%) or more a majority of the Registrable Securities then outstanding outstanding, voting together as a single class on an as-converted to Common Stock basis (for purposes of this Section 1.2, the “Initiating Holders”) ), that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00025,000,000, then the Company shall, within twenty (20) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 2.2(b), use all commercially reasonable efforts to effect, as soon as practicable, the registration cause to be registered under the Securities Act all of all the Registrable Securities that the Holders request each such Holder has requested to be registered in a written request received by the Company within twenty (20) 20 days of after the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Artes Medical Inc), Investors’ Rights Agreement (Artes Medical Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Public Offering, a written request from the Holders of fifty percent one-third (50%1/3) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

Samples: Investors’ Rights Agreement (CloudMinds Inc.), Investors’ Rights Agreement (Cloudminds Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time three (3) years after the earlier of (i) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, this Agreement a written request from the Holders of fifty percent (50%) a majority or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities with an Securities, provided that the anticipated aggregate offering price of at least from such offering would exceed $15,000,00035,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 or four years after the date of this Agreement and (ii) 6 six months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) % or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0005,000,000, then the Company shall, within twenty (20) 20 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of after the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

Samples: Rights Agreement, Investors Rights Agreement (Versartis, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.23.2, if the Company shall receive at any time after the earlier of (i) December 31August 15, 2019 2008 or (ii) 6 twelve (12) months after the effective date of the Company’s first firm commitment underwritten public offering of its Common Stock (the “Initial Offering”), a written request from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0005,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.23.2, use commercially reasonable 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 in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a3.2(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the date that is the earlier of (i) December 31, 2019 or the second anniversary of the date hereof and (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of beginning six (i6) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offeringfirst underwritten public offering by the Company pursuant to a registration statement filed with the SEC under the Act, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least five million dollars ($15,000,0005,000,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

Samples: Note Purchase Agreement (Orion Energy Systems, Inc.), Investors’ Rights Agreement (Orion Energy Systems, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty twenty-five percent (5025%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty at least thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00020,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).

Appears in 2 contracts

Samples: Investors’ Rights Agreement (RAPT Therapeutics, Inc.), Investors’ Rights Agreement (RAPT Therapeutics, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December January 31, 2019 2009 or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty thirty-five percent (5035%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31February 2, 2019 2003 or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a).

Appears in 2 contracts

Samples: Rights Agreement (Ibeam Broadcasting Corp), Ibeam Broadcasting Corp

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial OfferingOffering or, if earlier, a Direct Listing, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 or (ii) 6 six months after the effective date of the Company's Initial Offering, Offering a written request from the Holders of fifty percent at least thirty (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least twelve million, five hundred thousand dollars ($15,000,00012,500,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable its most diligent efforts to effect, as soon as practicable, effect the registration under the Act of all Registrable Securities (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws) that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a).

Appears in 2 contracts

Samples: Rights Agreement (Equinix Inc), Investors' Rights Agreement (Equinix Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) December 31November 10, 2019 2001, or (ii) 6 six months after the effective date of the Initial Offeringfirst registration statement for a public offering of securities of the Company, a written request from the Holders of fifty percent (50%) or more at least a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2outstanding, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of all or a portion of the Registrable Securities with an anticipated aggregate offering price of at least $15,000,000then outstanding, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsections 6.2(b) and 6.2(c), use commercially reasonable its best efforts to effect, effect as soon as practicable, and in any event shall use its best efforts to effect within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)15 hereof.

Appears in 2 contracts

Samples: Investor Rights Agreement (Intellisys Group Inc), Investor Rights Agreement (Intellisys Group Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00025,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 four (4) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially its reasonable best efforts to effectto, as soon as practicable, the file a registration statement under the Act with respect to all of all the Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a), and use reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Menlo Therapeutics, Inc.), Investors’ Rights Agreement (Menlo Therapeutics, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.22.02, if the Company shall receive receive, at any time after the earlier of six (i6) December 31, 2019 or (ii) 6 months after have elapsed following the effective date of the Initial OfferingIPO, a written request from the Holders of fifty percent (50%) or more Shareholders holding at least a majority of the Registrable Securities that are then outstanding and held by the Shareholders (for purposes of this Section 1.22.02, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000US$50,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.02, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.02(a).

Appears in 2 contracts

Samples: Registration Rights Agreement (Nu Holdings Ltd.), Registration Rights Agreement (Nu Holdings Ltd.)

Request for Registration. (a) Subject to the conditions of this Section 1.22.2, if the Company Parent shall receive at any time after the earlier of (i) December 31, 2019 four (4) years after the date of this Agreement or (ii) 6 months one hundred and eighty (180) days after the effective date closing of the Initial OfferingMerger, a written request from the Holders of fifty percent (50%) or more at least 30% of the Registrable Securities then outstanding (for purposes of this Section 1.22.2, the “Initiating Holders”) that the Company Parent file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company Parent shall, within twenty (20) days of the receipt thereof, give written notice of such request to all HoldersHolders and, and subject to the limitations of this Section 1.22.2, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the CompanyParent’s notice pursuant to this Section 1.2(a2.2(a).

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Oaktree Acquisition Corp.), Agreement and Plan of Merger (Oaktree Acquisition Corp.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31April 1, 2019 2015 or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0005,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

Samples: Adoption Agreement (Karyopharm Therapeutics Inc.), Adoption Agreement (Karyopharm Therapeutics Inc.)

Request for Registration. (ai) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) December 31five (5) years after the Initial Closing (as defined in the Purchase Agreement), 2019 or (ii) 6 months one hundred eighty (180) days after the effective date of the Initial OfferingQualified IPO, a written request from the Holders of fifty percent (50%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use commercially reasonable efforts to effect, as soon as practicable, the registration cause to be registered under the Securities Act all of all the Registrable Securities that the Holders request each such Holder has requested to be registered in a written request received by the Company within twenty (20) days of after the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a).

Appears in 2 contracts

Samples: Investors’ Rights Agreement (DermTech International), Investors’ Rights Agreement (DermTech International)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 four (4) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Imperva Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31May 15, 2019 2009 or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more at least a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least fifty percent (50%) of the Registrable Securities with an or a lesser percent if the anticipated aggregate offering price (net of underwriting discounts and commissions) would be at least $15,000,0007,500,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Anda Networks Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more at least a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Rise Companies Corp)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31August 18, 2019 2004 or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent at least 2,500,000 shares (50%as adjusted for any stock splits, stock dividends, recapitalizations or the like) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0005,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Rights Agreement (Seven Networks Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) December 31, 2019 or (ii) 6 months one hundred and eighty days after the effective date of the Initial OfferingCompany’s initial public offering and (ii) three years after the date hereof, a written request from the Holders of fifty percent (50%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of (i) Registrable Securities with an anticipated aggregate offering price of at least $15,000,0005 million or (ii) at least 20% of the then outstanding Registrable Securities, then the Company shall, within twenty (20) 20 days of the receipt thereofreceiving such request, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use all commercially reasonable efforts to effect, as soon as practicable, the effect a registration statement under the Securities Act of covering all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Zoosk, Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.21.2 (including Section 1.2(b) hereof), if the Company shall receive at any time after the earlier of (i) December 31, 2019 or (ii) 6 months after 180 days following the effective date of the an Initial Offering, Public Offering a written request from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least US $15,000,00015 million, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, Holders and subject to the limitations of this Section 1.2, use commercially reasonable commercial 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 in a written request received by the Company within twenty (20) days of the mailing of the Company’s such notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investor Rights Agreement (Cyoptics Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 four (4) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Freshworks Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 three (3) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0005,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable best efforts to effect, as soon as reasonably practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).to

Appears in 1 contract

Samples: Rights Agreement (Youcentric Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 or six (ii6) 6 months after the effective date of the Initial OfferingOffering and (ii) thirty (30) months after the date of this Agreement, a written request from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of six (i6) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Imperva Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31June 9, 2019 or 2021 and (ii) 6 months one hundred eighty (180) days after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price price, before underwriting discounts, commissions and fees, of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (ContextLogic Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31April 16, 2019 2004 or (ii) 6 months 180 days after the effective date of the Initial Offering, the Company shall receive a written request from the Holders of fifty thirty-five percent (5035%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0007,500,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

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

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of six (i6) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, a written request from the Holders of fifty fifty-one percent (5051%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a); provided, however, that only one such request may be made by Holders during any twelve (12) month period.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Restore Medical, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 two (2) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty twenty-five percent (5025%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0005,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors' Rights Agreement (Aristotle International Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31November 9, 2019 2011 or (ii) 6 six (6) months after the effective date of the Initial Qualified Public Offering, a written request from the Holders of fifty twenty-five percent (5025%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Victory Acquisition Corp)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of of: (i) December 31, 2019 three (3) years after the date of this Agreement or (ii) 6 six months after the effective date of the Initial Offering, a written request from the Holders of Investors holding at least fifty percent (50%) or more of the Registrable Securities then outstanding or such lesser percentage if the anticipated aggregate offering price is not less than $10,000,000 (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable best efforts to effectto, as soon as practicable, the file a registration statement under the Act with respect to all of all the Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a), and use best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Ultragenyx Pharmaceutical Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.21.3, if the Company shall receive at any time after the earlier of (i) December 31July 10, 2019 2008, or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.21.3, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000Securities, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.21.3, use commercially reasonable its best efforts to effectfile, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, a registration statement under the Act of covering all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a1.3(a).

Appears in 1 contract

Samples: Investor Rights Agreement (Inogen Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after following the earlier expiration or waiver of (i) December 31, 2019 or (ii) 6 months after the effective date of any underwriter lock-up imposed in connection with the Initial OfferingOffering (which the Company agrees shall be no longer than 180 days), a written request from the Initiating Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities (or if the Company shall receive such a request during the Lock-Up and the managing underwriter of the Company's Initial Offering gives its written consent to the Company's compliance with an anticipated aggregate offering price of at least $15,000,000such request), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Preferred Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors' Rights Agreement (Riskified Ltd.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31November 16, 2019 2004 or (ii) 6 six (6) months after the effective date of the Initial Public Offering, a written request from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0005,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Rights Agreement (DemandTec, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31October 28, 2019 2021, or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty twenty-five percent (5025%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Rights Agreement (Slack Technologies, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of six (i6) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, a written request from the Holders of more than fifty percent (50%) or more of the Registrable Preferred Securities then outstanding and held by the Investors (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price proceeds in excess of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (New Oriental Education & Technology Group Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) December 31September 4, 2019 2023 or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00050,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Velodyne Lidar, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after one year following the earlier of (i) December 31, 2019 or (ii) 6 months after the effective date closing of the Initial Offering, Company's initial public offering of securities a written request from the Holders of fifty holding at least forty percent (5040%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of at least 40% of the Registrable Securities with then outstanding and such registration would cover sales having an anticipated aggregate offering price price, not of at least underwriting discounts and commissions, equal or more than $15,000,0007,500,000, then the Company shall, within twenty twenty-one (2021) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 7.2(b), use commercially reasonable efforts to effect, file as soon as practicable, the practicable a registration statement under the Securities Act of covering all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)9.6.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Software Net Corp)

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Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00030,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use its 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 in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (REGENXBIO Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) December 31, 2019 three (3) years following the date hereof or (ii) 6 months after the six (6) month anniversary of the effective date of the Initial Offering, a written request from the Holders of fifty at least thirty five percent (5035%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use its commercially reasonable efforts to effect, as soon as practicablepracticable but in any event within sixty (60) days, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Singular Genomics Systems, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 three (3) months after the effective date of the Initial Offering, a written request from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Model N Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.21.3, if the Company shall receive at any time after the earlier of (i) December 31September 30, 2019 2008 or (ii) 6 six months after the effective date of the Initial Offering, a written request from the Initiating Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least 30% of the then-outstanding Registrable Securities with an anticipated (or a lesser percentage provided the aggregate offering price of to the public is at least $15,000,0005,000,000 (before deducting underwriters’ discount and commissions)), then the Company shall, within twenty (20) ten days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.21.3, use commercially reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a such written request (and in all notices received by the Company from other holders within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a1.3(a)).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Compellent Technologies Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31[April , 2019 2012] or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Infoblox Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 two (2) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable its best efforts to effect, as soon as reasonably practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Greenway Medical Technologies Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of six (i6) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, a written request from the Holders of fifty thirty-five percent (5035%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price to the public (net of any underwriters' discounts or commissions) of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Rights Agreement (Eyetech Pharmaceuticals Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) December 31January 01, 2019 2003, or (ii) 6 six (6) months after the effective date of the Initial Offeringfirst registration statement for a public offering of securities of the Company (other than a registration statement on Form X-0, X-0 or any successor thereto), a written request from the Holders of fifty at least thirty-three percent (5033%) or more of the Registrable Register able Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000Register able Securities, then the Company shall, within twenty fifteen (2015) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use commercially reasonable its best efforts to effect, effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Register able Securities that which the Holders request to be registered in a written request received by the Company within twenty ten (2010) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)5.3.

Appears in 1 contract

Samples: ' Right Agreement (Voyager Group Inc/Ca/)

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) December 31July 26, 2019 2023 or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, as soon as reasonably practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Act covering all Registrable Securities that the Initiating Holders request to be registered and use its commercially reasonable efforts to effect, as soon as practicablepracticable after such filing, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).

Appears in 1 contract

Samples: Rights Agreement (Compass, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier completion of (i) December 31, 2019 or (ii) 6 months after the effective date of the an Initial Public Offering, a written request from the Holders of fifty holding at least twenty percent (5020%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the "Initiating Holders") that the Company file a registration statement under the Securities Act on Form S-1 covering the registration of the Registrable Securities with then outstanding and such registration would cover sales having an anticipated aggregate offering price price, net of at least underwriting discounts and commissions, equal to or more than Ten Million Dollars (US $15,000,00010,000,000), then the Company shall, within twenty twenty-one (2021) days of the after receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsections 9.1(a), use commercially reasonable efforts to effect(b) and (c), file as soon as practicable, the practicable a registration statement under the Securities Act of covering all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of after the mailing of date such notice is given by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)14.2.

Appears in 1 contract

Samples: Shareholders' Agreement (Hayes Corp)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 three (3) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial OfferingQualified IPO, a written request from either or both of CombiMatrix and Acacia (the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “"Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0007,500,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Rights Agreement (Combimatrix Corp)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 two (2) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty thirty (2030) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Rights Agreement (Responsys Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) December 31three (3) years after the Initial Closing (as defined in the Purchase Agreement), 2019 or (ii) 6 months one hundred eighty (180) days after the effective date of the Initial Offeringinitial public offering, a written request from the Holders of fifty percent (50%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use commercially reasonable efforts to effect, as soon as practicable, the registration cause to be registered under the Securities Act all of all the Registrable Securities that the Holders request each such Holder has requested to be registered in a written request received by the Company within twenty (20) days of after the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Constellation Alpha Capital Corp.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 three (3) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Aruba Networks, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00020,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty ten (2010) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Rights Agreement (Acutus Medical, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31October 28, 2019 2021, or (ii) 6 six (6) months after the effective date of the an Initial OfferingOffering or Direct Listing (whichever occurs first), a written request from the Holders of fifty twenty-five percent (5025%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a1.2a).

Appears in 1 contract

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

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) December 31September 4, 2019 2023 or (ii) 6 six (6) months after the effective date closing of the Initial OfferingMerger, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00050,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).. ​

Appears in 1 contract

Samples: Investors’ Rights Agreement (Velodyne Lidar, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31April 30, 2019 2001 or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”"INITIATING HOLDERS") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) business days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially its reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) calendar days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Rights Agreement (Linuxcare Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) December 31, 2019 three (3) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).

Appears in 1 contract

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

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of six (i6) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, a written request from the Holders of fifty at least thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00020,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Tarsus Pharmaceuticals, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 four (4) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty at least twenty percent (5020%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0007,500,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (RPX Corp)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 three (3) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, the Company shall receive a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least 20% of the Registrable Securities then outstanding with an anticipated aggregate offering price of at least $15,000,000, 5,000,000 then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a); provided, however, that only one such request may be made by Holders during any twelve (12) month period.

Appears in 1 contract

Samples: Investors’ Rights Agreement (EnteroMedics Inc)

Request for Registration. (a) 2.1.1 Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) December 31April 24, 2019 2024 or (ii) 6 six (6) months after the effective date of the Initial Offeringregistration statement for an IPO or Direct Listing, a written request from the Holders of fifty percent (50%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price price, net of Selling Expenses, of at least $15,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use its 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 in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a)2.1.1.

Appears in 1 contract

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

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) December 31, 2019 four (4) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0005,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (ARMO BioSciences, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier first anniversary of (i) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, Qualified Public Offering Closing (the “Qualified Public Offering Date”) a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities from a Holder or Holders (the “Initiating Holders”) (i) owning ten percent (10%) or more of the Registrable Securities then outstanding or (ii) requesting registration with an anticipated aggregate offering price of at least $15,000,00020,000,000, then the Company shall, within twenty (20) 20 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Registration Rights Agreement (Atx Group Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of either (i) December 31, 2019 ninety (90) days after any Direct Listing Effectiveness or (ii) 6 months one hundred eighty (180) days after the effective date of the any Initial Offering, a written request from the Holders a Major Holder as of fifty percent (50%) or more of the Registrable Securities then outstanding immediately prior to an Initial Public Event (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price (net of underwriting discounts and commissions) of at least $15,000,00020,000,000, then the Company shall, within twenty thirty (2030) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).

Appears in 1 contract

Samples: Registration Rights Agreement (Squarespace, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2If, if the Company shall receive at any time after the earlier of (i) December 31, 2019 the date six months after the date of this Agreement or (ii) 6 months after such time, if any, as it becomes unlawful or, in the effective date good faith judgment of the Initial OfferingInvestor, a written request from unduly burdensome for regulatory reasons for the Holders of fifty percent (50%) Investor to continue to hold some or more all of the Registrable Securities then outstanding (for purposes of this Section 1.2held by it, the “Initiating Holders”) Company shall receive a written Qualifying Request that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000Act, then the Company shall, within twenty ten (2010) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.22(b) below, use commercially reasonable its best efforts to effect, effect as soon as practicable, and in any event within sixty (60) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)19 below.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hyperion Partners Ii Lp)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if If the Company shall receive at any time after the earlier of (i) December 31January 01, 2019 2003, or (ii) 6 six (6) months after the effective date of the Initial Offeringfirst registration statement for a public offering of securities of the Company (other than a registration statement on Form X-0, X-0 or any successor thereto), a written request from the Holders of fifty at least thirty-three percent (5033%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000Securities, then the Company shall, within twenty fifteen (2015) days of the receipt thereof, give written notice of such request to all HoldersHolders and shall, and subject to the limitations of this Section 1.2subsection 1.2(b), use commercially reasonable its best efforts to effect, effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which the Holders request to be registered in a written request received by the Company within twenty ten (2010) days of the mailing of such notice by the Company’s notice pursuant to this Company in accordance with Section 1.2(a)5.3.

Appears in 1 contract

Samples: Investors' Rights Agreement (Voyager Group Usa-Brazil LTD)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31February 2, 2019 2003 or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request is received from the Holders of fifty thirty percent (5030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Rights Agreement (Ibeam Broadcasting Corp)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 or four (4) years after the date of this Agreement and (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0005,000,000, then the Company shall, within twenty (20) days 20)-days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of 20)-days after the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors Rights Agreement (Versartis, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of date which is six (i6) December 31, 2019 or (ii) 6 months after the effective date of the Initial Public Offering, a written request from the Holders of fifty percent (50%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with at an anticipated aggregate offering price to the public (net of at least any underwriters’ discounts or commissions) of not less than $15,000,0005,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Krystal Biotech, Inc.)

Request for Registration. (ai) Subject to the conditions of this Section 1.25.2, if the Company shall receive at any time after the earlier of six (i6) December 31, 2019 or (ii) 6 months after following the effective date of the Initial Offeringregistration statement for the IPO, a written request from the Holders of fifty twenty-five percent (5025%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.25.2, 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 with an anticipated aggregate offering price of at least $15,000,000then outstanding, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.25.2, use 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 in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a5.2(i).

Appears in 1 contract

Samples: Shareholders’ Agreement (Allogene Therapeutics, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of six (i6) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, a written request from the Holders of fifty twenty percent (5020%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Riverbed Technology, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31November 10, 2019 2008 or (ii) 6 months 180 days after the effective date of the Initial Offering, a written request from the Holders of fifty forty percent (5040%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Hansen Medical Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 three (3) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty more than twenty-five percent (5025%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00020,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Rights Agreement (Data Domain, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.22.1, if the Company shall receive at any time after the earlier of (i) December 31, 2019 five (5) years after the date of this Agreement or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty at least thirty-five percent (5035%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.22.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00030,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.22.1, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a2.1(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Atara Biotherapeutics, Inc.)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of six (i6) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, a written request from the Holders holders of fifty twenty percent (5020%) or more of the Registrable Securities outstanding Common Stock issuable or issued upon conversion of the Class C Preferred Stock then outstanding (for purposes of this Section 1.2, the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,0005,000,000, then the Company shall, within twenty ninety (2090) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Rights Agreement (Metasolv Software Inc)

Request for Registration. (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31June 6, 2019 2016 or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty fifty-one percent (5051%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,000Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Fitbit Inc)

Request for Registration. (a) (i) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31August 12, 2019 2001 or (ii) 6 six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty sixty percent (5060%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15,000,00010,000,000, then the Company shall, within twenty (20) days of after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use commercially reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s 's notice pursuant to this Section 1.2(a).

Appears in 1 contract

Samples: Investors' Rights Agreement (Fort Point Partners Inc)

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