Demand for Registration Clause Samples
Demand for Registration. If the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating ...
Demand for Registration. Subject to the provisions of this Article II, at any time and from time to time, each Holder shall have the right to request in writing that the Company register the offer and sale under the Securities Act of all or part of the Registrable Securities beneficially owned by such Holder (a “Demand Right”). Notwithstanding the foregoing, if the Company has previously effected a Demand Registration pursuant to this Section 2.1, the Company shall not be required to effect an additional Demand Registration pursuant to this Section 2.1 until a period of 60 days shall have elapsed from the date on which such previous Registration Statement became effective. Furthermore, the Company shall not be obligated to effect more than three (3) Demand Registrations in any twelve (12)-month period.
Demand for Registration. If at any time after six (6) months following the effective date of the Company’s IPO, the Company receives from the Initiating Holders a written request that the Company effect a registration pursuant to this Section 2.1 with respect to shares of Registrable Securities, the Company will:
(a) promptly and within ten (10) days after the receipt of such request, give written notice of the proposed registration to all other Holders; and
(b) file a registration statement under the Securities Act of all Registrable Securities which the Holders request to be registered, subject to the limitations of this Section 2.1, not sooner than five (5) Business Days but within thirty (30) days of the mailing of such notice by the Company in accordance with Section 3.7 hereof and effect such registration statement as soon as practicable.
(c) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect or complete any such registration pursuant to this Section 2.1:
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) Following the filing of, and for one hundred eighty (180) days immediately following the effective date of, any registration statement pertaining to Equity Securities of the Company (other than a registration of securities with respect to an employee benefit plan);
(iii) After the Company has effected two (2) such demand registrations pursuant to this Section 2.1; or
(iv) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.
Demand for Registration. Any Initiating Group may request in writing that the Company effect the registration under the Securities Act of Registrable Securities, in which case the Company will (i) within 30 days of such request, file with the SEC all documentation necessary to effect such registration and (ii) thereafter use its reasonable best efforts to effect such registration.
Demand for Registration. On and after the date that is six (6) months from the date of this Agreement, the Holders of at least 331/3% of the Registrable Stock (the "Initiating Holders") may demand in a written notice that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Stock held by such Initiating Holders in the manner specified in such notice, provided that the amount of Registrable Stock included in such registration shall be equal to at least 331/3% (the "Minimum Demand Amount"), but not more than 50% (the "Maximum Demand Amount"), of the total Registrable Stock held by each Holder. Following receipt of any notice under this Section 3 the Company shall (x) within twenty (20) days notify all other Holders of such request in writing and (y) use its reasonable efforts to cause to be registered under the Securities Act, subject to the proviso of the immediately preceding sentence, all Registrable Stock that the Initiating Holders and such other Holders have demanded, within ten (10) days after the Company has given such notice, be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders.
Demand for Registration. Upon the receipt from a then Eligible Demand Holder of a Demand Registration Request for the registration of some or all of the Registrable Securities owned by such Eligible Demand Holder at the time of such Demand Registration Request, the Company shall, as soon as reasonably practicable, but in any event within 30 calendar days after receipt of a Demand Registration Request: (i) file a registration statement the form of which is, under the rules and regulations of the Commission, suitable for effecting a public offering in which the Eligible Demand Holders shall be entitled to offer for sale and to sell, pursuant to such registration statement and in the manner requested by such Eligible Demand Holder in the Demand Registration Request, the amount of Registrable Securities as specified in such Demand Registration Request; and (ii) use its best efforts to cause such registration statement to become effective within 90 days after the filing of the registration statement. The Company shall use its best efforts to cause such registration statement to remain effective for the lesser of 150 days after the date such registration statement is declared effective or the period required to effect such sale of Registrable Securities; PROVIDED, HOWEVER, that if all shares registered pursuant to such registration statement are to be sold in a firm commitment underwriting and the underwriter or underwriters determine, in its or their sole discretion, that a period greater than 150 days is necessary in order to consummate such offering, the Company shall use commercially reasonable efforts to cause such registration statement to remain in effect for the period requested by the underwriter or underwriters.
Demand for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to not less than thirty (30) percent of the Registrable Securities, the Company will:
(i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and
(ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 5.1:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
Demand for Registration. Subject to the provisions of this Article II, at any time and from time to time, each Holder shall have the right to request in writing that the Company register the sale under the Securities Act of all or part of the Registrable Securities beneficially owned by such Holder (a “Demand Right”). Notwithstanding the foregoing, a Demand Right may be exercised only if (x) the aggregate offering price of the Shares to be sold by the Holder in the applicable offering (before deduction of underwriter discounts and commissions) is reasonably expected to exceed, in the aggregate, $50.0 million or (y) such Demand Right is exercised with respect to all remaining Registrable Securities held by the Holder; provided, that if the Company has previously effected a Demand Registration pursuant to this Section 2.1, the Company shall not be required to effect an additional Demand Registration pursuant to this Section 2.1 until a period of 75 days shall have elapsed from the date on which such previous registration became effective; provided further that TPG and its Transferees, collectively, shall only be entitled to exercise Demand Rights if TPG and its Affiliates beneficially own 5% or more of the Fully Diluted Outstanding Shares as of the date such Demand Rights are exercised and, in any case, shall only be entitled to exercise no more than three Demand Rights per calendar year.
Demand for Registration. The Holder or Holders holding at least a majority of the Registrable Securities (the "Requesting Holders") shall have the right exercisable two times during the period beginning on April 29, 2009 and ending on April 28, 2016 to request in writing to the Company (the "Registration Request") that the Company effect a registration under the Securities Act of all or part of the Requesting Holders' Registrable Securities (a "Requested Registration"). The Company shall as promptly as practicable file the Requested Registration (and in any event no later than sixty (60) days after receiving a Registration Request) (the "Filing Date") and shall use its best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing (and in any event no later than one hundred twenty (120) days after receiving a Registration Request) (the "Effectiveness Date"), except that in each case the Filing Date and Effectiveness Date may be extended by up to 60 days in the event that the Company is engaged in a bona fide financing transaction, including an underwritten offering, ("Financing Transaction") and the Board of Directors reasonably believes a Requested Registration would cause such Financing Transaction to be terminated;
Demand for Registration. If the Company shall receive from Purchaser a written demand (a "Demand Registration") that the Company effect any registration under the 1933 Act of at least 400,000 shares of the Registrable Securities the Company will use its best efforts to effect such registration as soon as practicable as may be so demanded and as will permit or facilitate the sale and distribution of all or such portion of Purchaser's Registrable Securities as are specified in such demand, provided that the Company shall not be obligated to take any action to effect any such registration, pursuant to this paragraph 6.2:
(A) Within 120 days immediately following the effective date of any registration statement pertaining to an underwritten public offering of securities of the Company for its own account (other than a registration on Form S-4 relating solely to an SEC Rule 145 transaction, or a registration relating solely to employee benefit plans);
(B) After the Company has effected an aggregate of two such registrations pursuant to this paragraph 6.2 and the sales of the shares of Common Stock under such registrations have closed;
(C) If the Company shall furnish to Purchaser a certificate signed by the President of the Company, stating that in the good faith judgment of the board of directors of the Company it would be seriously detrimental to the Company and its stockholders (for reasons other than concern over the effect on the market for the Company's securities) for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period of not more than 60 days within which to file such Registration Statement; provided, however, that the Company shall not use this right more than once in any twelve month period; or
(D) Earlier than October 1, 1997.