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Contract analysis

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Contract analysis / investors-rights-agreement-draft.docx
investors-rights-agreement-draft.docx
1002-00002 · 13 clauses
High · 1 Medium · 6 Standard · 2
Section 2.1: Demand Registration Medium
⚑ Notice / time limit to track
Section 2.1: Demand Registration (a) Request for Registration. Subject to the conditions of this Section 2.1, at any time after the earlier of (i) five (5) years after the date of this Agreement (i.e., May 16, 2031) or (ii) one hundred eighty (180) days after the effective date of a registration statement filed by the Company in connection with the IPO, the Initiating Holders may request, in writing delivered to the
Section 2.2: Piggyback Registration Medium
⚑ Notice / time limit to track
Section 2.2: Piggyback Registration (a) Company Registration. If at any time after the date of this Agreement the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its equity securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration
Section 2.3: Form S-3 Registration Medium
⚑ Notice / time limit to track
Section 2.3: Form S-3 Registration (a) Eligibility. After the Company becomes eligible to use Form S-3 (or any successor form) for secondary offerings of its securities under the Securities Act, the Holders of at least thirty percent (30%) of the then-outstanding Registrable Securities may request, in writing, that the Company file a registration statement on Form S-3 under the Securities Act covering the registratio
Section 2.4: Obligations of the Company Medium
⚑ Confidentiality undertaking
Section 2.4: Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective, and, upon the request
Section 2.5: Furnish Information
Section 2.5: Furnish Information It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company, in writing, such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as the Company sh
Section 2.6: Expenses of Registration Standard
⚑ Commercial term
Section 2.6: Expenses of Registration (a) All Registration Expenses incurred in connection with any registration, qualification, or compliance pursuant to Sections 2.1, 2.2, and 2.3 shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the selling Holders participating in such registration, pro rata, on the basis of the number of Registrable Secu
Section 2.7: Delay of Registration
Section 2.7: Delay of Registration No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2 or of any Holder's right to participate in any registration.
Section 2.8: Indemnification in Connection with Registration High
⚑ Indemnity / guarantee obligation
Section 2.8: Indemnification in Connection with Registration (a) Company Indemnification of Holders. To the extent permitted by law, the Company will indemnify and hold harmless each Holder of Registrable Securities included in a registration statement, each such Holder's officers, directors, partners, members, managers, shareholders, agents, and each Person, if any, who controls such Holder within the meaning of Sec
Section 2.9: Reports Under the Exchange Act
Section 2.9: Reports Under the Exchange Act With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall: (a) use commercially reasonable efforts to make and keep current pub
Section 2.10: Limitations on Subsequent Registration Rights Standard
⚑ Commercial term
Section 2.10: Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the then-outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would (a) allow such holder or prospective holder to include such securit
Section 2.11: "Market Stand-Off" Agreement Medium
⚑ Liability cap to check against exposure
Section 2.11: "Market Stand-Off" Agreement (a) Holder and Key Holder Agreement. Each Holder and each Key Holder hereby agrees that, in connection with the IPO, such Holder or Key Holder shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or
Section 2.12: Termination of Registration Rights
Section 2.12: Termination of Registration Rights The rights granted to the Holders under this Section 2 shall terminate upon the earliest of: (a) the fifth (5th) anniversary of the closing of the IPO; (b) with respect to any individual Holder, such time as such Holder can sell all of its Registrable Securities in reliance on Rule 144 during any ninety (90)-day period without registration and without the requirement f
Section 3.1: Delivery of Financial Statements Medium
⚑ Forum / governing law
Section 3.1: Delivery of Financial Statements The Company shall deliver to each Major Investor the following financial information: (a) Annual Audited Financial Statements. As soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (or such shorter period as may be required by applicable law or regulation following the IPO), the Company shall deliver