Demand Registrations Sample Clauses

Demand Registrations. (a) Each Holder shall have the right (the "Demand Right") during the term of this Agreement to require the Company to file a registration statement under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any cla...

Demand Registrations. (a) If the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) 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, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registr...

Demand Registrations. Section 3.1 At any time commencing after the expiration of the Lock-Up Period, each Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. ...

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration including, without limitation, the Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with the NASD (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in Schedule E of the Bylaws of the NASD, and of its counsel), as may be required by the rules and regulations of the NASD, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Shares), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Shares in a form eligible for deposit with Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable Shares), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Shares, fees and expenses of counsel for the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), and the fees and expenses of any special experts retained by the Company in connection with such registration, will be borne by the Holders pro rata on the basis of the number of shares subject to the Demand Registration whether or not any registration statement becomes effective, and any underwriting discounts, commissions, or fees attributable to the sale of the Registrable Shares, will be borne by the Holders pro rata on the basis of the number of shares so registered and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder.

Demand Registrations. (a) Subject to Section 7.3, at any time following the eighteen-month anniversary of the Closing (or with respect to a registration that would become effective following such eighteen-month anniversary, following the seventeen-month anniversary of the Closing or at any time following the occurrence of an event described in Section 6.1(b)), DoCoMo may, on not more than six (6) separate occasions in the aggregate, require (i) prior to the Spin-off, AT&T to file a registration statement under the Securities Act in respect of all or a portion of DoCoMo's Registrable Securities or (ii) following the Spin-off, AT&T Wireless to file a registration statement under the Securities Act in respect of all or a portion of DoCoMo's Registrable Securities; PROVIDED, in each case, that such request involves Registrable Securities having an aggregate Market Value on the date of delivery of such request of at least $500 million, by delivering to the Issuer written notice stating that such right is being exercised, specifying the number of shares of Current Wireless Tracking Stock or AT&T Wireless Common Stock to be included in such registration (the shares subject to such request, the "DEMAND SHARES") and describing the intended method of distribution thereof, which may include an underwritten offering (a "DEMAND REQUEST"). Upon receiving a Demand Request, the Issuer shall (i) use all reasonable efforts to file as promptly as reasonably practicable a registration statement on such form as it may reasonably deem appropriate (PROVIDED that in no event shall the Issuer be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) providing for the registration of the sale of such Demand Shares pursuant to the intended method of distribution (a "DEMAND REGISTRATION") and (ii) after the filing of an initial version of the registration statement, use all reasonable efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such registration statement. DoCoMo (including any transferee to which DoCoMo shall have transferred registration rights as permitted hereunder) may not exercise more than one Demand Request in any 7 1/2 month period. In the event that a Demand Request is delivered to AT&T prior to the Spin-off, but the Demand Shares are not registered by the time of consummation of the Spi...

Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a Registration or sale under Section 3.1 or Section 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the Holders and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and such Holders shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. Any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Holder as are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Holder under such agreement shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

Demand Registrations. 6 (a) Requests for Registration.......................................6 (b) Registration Statement Form.....................................8 (c) [Reserved]......................................................8 (d) Priority on Demand Registrations................................8 (e) Limits on Demand Registrations..................................9 (f) Restrictions on Demand Registrations............................9 (g) Pre-emption of Demand Registration.............................10 (h)

Demand Registrations. The Company, following the consummation of an Qualified IPO, upon the request of Purchasers holding at least 25% of the Registrable Securities ("INITIATING HOLDER(S)"), shall use its reasonable best efforts to register under the Securities Act any reasonable portion of Registrable Securities with an aggregate offering price of not less than $100,000 held by the Initiating Holder(s) (including, at the election of such Initiating Holder(s), in an underwritten offering) and bear all Registration Expenses in connection with such offering in a manner consistent with Section 3.1(c) below and shall enter into such other agreements in furtherance thereof (such registration pursuant to this Section 3.1(b), the "DEMAND REGISTRATION"), and the Company shall provide customary indemnifications in such instances (in a manner consistent with the indemnification provisions of this Article III) to the Initiating Holder(s) and any such underwriters. Purchasers shall have the right to initiate one (1) Demand Registration pursuant to this Section 3.1(b). A registration shall not count as a Demand Registration unless and until the registration statement relating thereto has been declared effective by the SEC and not withdrawn. If the Demand Registration requested by Purchasers is in the form of an underwritten offering, Purchasers shall designate the underwriter or underwriters to be utilized in connection such offering, subject to the consent of the Company not to be unreasonably withheld. Notwithstanding the foregoing, the Company shall not be obligated to effect a Demand Registration if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the Initiating Holder(s) without registration under Rule 144 under the Securities Act, with such sale not being limited by either the timing or volume restrictions thereunder.

Demand Registrations. Each Controlling Holder shall be entitled to request an unlimited number of Demand Registrations in which the Company shall pay all Registration Expenses, regardless of whether any registration statement is filed or any such Demand Registration is consummated. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form and the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become subject to the reporting requirements of the Exchange Act, the Company shall use its reasonable best efforts to make Short-Form Registrations available for the sale of Registrable Securities. All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the applicable Controlling Holder.