Common use of Demand Request Clause in Contracts

Demand Request. Alychlo shall have the right to request in writing (which request shall specify the number of shares of Registrable Securities intended to be disposed of and the intended method of distribution thereof) that Perrigo Topco register all or part of the Registrable Securities by filing with the SEC a registration statement covering such Registrable Securities (a Demand Registration); provided, however, that the aggregate number of the Registrable Securities to be registered pursuant to such Demand Registration constitutes at least 375,000 Perrigo Shares. Upon receipt of such request, Perrigo Topco shall, not later than 45 Business Days after receipt of such a request, cause to be filed a Demand Registration providing for the registration under the Securities Act of the Registrable Securities which Perrigo Topco has been so requested to register by Alychlo, to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended methods of distribution thereof specified in such request, and shall use its reasonable best efforts to have such Demand Registration declared effective by the SEC or otherwise become effective as soon as practicable thereafter (but in no event later than the 120th calendar day after the receipt of such a request) and to keep such Demand Registration continuously effective for 120 calendar days following the date on which such Demand Registration is declared effective by the SEC or has otherwise become effective or such shorter period terminating when all the Registrable Securities covered by such Demand Registration have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration, if required by the rules, regulations or instructions applicable to the registration form under the Securities Act used by the Company for such Demand Registration or by the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder).

Demand Request. Alychlo shall have (a) Following the right to first anniversary of the Closing, the Company shall, as promptly as reasonably practicable following the written request in writing (which request shall specify of the number Stockholder for registration under the Securities Act of shares of Registrable Securities intended to be disposed of and the intended method of distribution thereof) that Perrigo Topco register all or part of the Registrable Securities by filing Shares (a “Demand Request”), file a registration statement with the SEC (a “Demand Registration Statement”) with respect to resales of the Registrable Shares pursuant to the Stockholder’s intended method of distribution thereof, and shall, subject to the terms of this Article VI, use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act promptly after the filing thereof; provided that such Demand Registration Statement shall be filed on (i) Form S-3, if the Company is then eligible to file a registration statement covering on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), or (ii) any other appropriate form under the Securities Act for the type of offering contemplated by the Stockholder, if the Company is not then S-3 Eligible; provided, further, that in no event shall the Company be required to file any Demand Registration Statement providing for the offering of the Registrable Shares on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act, but it may elect to do so in its sole discretion. Each Demand Request shall specify the aggregate amount of Registrable Shares to be registered and the intended method or methods of distribution thereof. (b) Notwithstanding anything to the contrary set forth in Section 6.1(a), the Company shall not be obligated to prepare, file or cause a Demand Registration Statement to become effective: (i) more than (A) two times in any 12-month period and (B) five times in the aggregate; (ii) unless the Registrable Shares to be included in such Demand Registration Statement (A) have an aggregate Market Value on the date such request for registration is received by the Company of at least $500 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which the Demand Request is delivered or (B) represent at least 10% of the total Registrable Securities Shares issued at the Closing (as adjusted for any stock splits, reverse stock splits, stock dividends or distributions, combinations or any similar recapitalizations); and (iii) within 90 days after the effective date of a registration statement filed pursuant to Section 6.1(a) or a registration statement to which the Stockholder was given piggy-back rights pursuant to Section 6.2 (provided that the number of Registrable Shares included in such Piggy-Back Registration was not less than 50% of the number of Registrable Shares requested to be registered by the Stockholder pursuant to the Piggy-Back Request related to such Piggy-Back Registration). (c) Any Demand Request may be revoked by notice from the Stockholder to the Company prior to the effective date of the corresponding Demand Registration Statement; provided that such revoked Demand Request shall count as one of the five Demand Requests referred to in Section 6.1(a) unless the Company as promptly as reasonably practicable is reimbursed for all out-of-pocket expenses (including fees of outside counsel and accountants and other expenses incurred in connection with such Demand Request) incurred by the Company relating to the registration requested pursuant to such revoked Demand Request. A Demand Request may not be made for a minimum of 60 calendar days after the revocation of an earlier Demand Request. (d) Notwithstanding anything in this Agreement to the contrary, the Company shall be entitled to postpone and delay, for reasonable periods of time not in excess of 60 days, but in no event more than twice in any 12-month period (a Demand Registration“Blackout Period”), the filing or effectiveness of any registration statement or the offer or sale of any Registrable Shares thereunder if one or more executive officers of the Company shall determine in good faith that any such filing or the offering or sale of any Registrable Shares thereunder would (i) impede, delay or otherwise interfere with any pending or contemplated material acquisition, disposition, corporate reorganization or other similar material transaction involving the Company, (ii) based upon advice from the Company’s investment banker or financial advisor, adversely affect in more than an immaterial respect any pending or contemplated financing, offering or sale of any class of securities by the Company, (iii) require disclosure of material non-public information (other than information relating to an event described in clause (i) or (ii) above) which, if disclosed at such time, would not be in the best interests of the Company and its stockholders, or (iv) have a material adverse effect on the Company; provided, however, that the aggregate number Company shall give written notice to the Stockholder of its determination to postpone or delay the Registrable Securities filing of such Demand Registration Statement or other imposition of a Blackout Period, in which case the Stockholder shall be entitled to be registered pursuant cancel its Demand Request relating to such Demand Registration constitutes at least 375,000 Perrigo Shareswithout such Demand Request counting as one of the Demand Requests referred to in Section 6.1(a); provided, further, that in the event that the Company proposes to register Common Stock, whether or not for sale for its own account, during a Blackout Period, the Stockholder shall have the right to exercise its rights under Section 6.2 with respect to such registration, subject to the limitations contained in this Agreement on the exercise of such rights. Upon receipt notice by the Company to the Stockholder of any such requestdetermination, Perrigo Topco the Stockholder shall, not later than 45 Business Days after receipt except as required by applicable law, including any disclosure obligations under Section 13 of the Exchange Act, keep the fact of any such a requestnotice strictly confidential, cause and during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Common Stock for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering such Registrable Shares for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, shall deliver to be filed the Company any copies then in its possession of any such prospectus or prospectus supplement. (e) In connection with any offering pursuant to a Demand Registration providing Statement filed pursuant to Section 6.1(a), the managing underwriter for such offering shall be selected by the registration under Stockholder and reasonably acceptable to the Securities Act Company; provided that such managing underwriter shall be a nationally recognized investment banking firm. (f) Nothing in this Article VI shall affect, supersede or otherwise modify any of the Registrable Securities which Perrigo Topco has been so requested to register by Alychlo, to the extent necessary to permit the disposition of such Registrable Securities restrictions on Transfer set forth in accordance with the intended methods of distribution thereof specified in such request, and shall use its reasonable best efforts to have such Demand Registration declared effective by the SEC or otherwise become effective as soon as practicable thereafter (but in no event later than the 120th calendar day after the receipt of such a request) and to keep such Demand Registration continuously effective for 120 calendar days following the date on which such Demand Registration is declared effective by the SEC or has otherwise become effective or such shorter period terminating when all the Registrable Securities covered by such Demand Registration have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration, if required by the rules, regulations or instructions applicable to the registration form under the Securities Act used by the Company for such Demand Registration or by the Securities Act, any state securities or “blue sky” laws, Article V or any other rules and regulations thereunder)provision of this Agreement.

Demand Request. Alychlo shall have (a) After the right Effective Date and until the Registration Rights Termination Date, at any time when no Required Shelf Registration Statement is available for the resale of Registrable Shares (other than by reason of a suspension pursuant to Section 3.5), one or more Shareholders may request in writing that the Company effect a registration under the Securities Act of such part of such Shareholders' Registrable Shares as such Shareholders request to transfer in a Marketed Underwritten Offering or a Non-Underwritten Offering in each case subject to the minimum threshold requirement applicable to such registration pursuant to Section 3.1(c) (such request, a "Demand Request," and such Shareholders the "Initiating Holders" with respect to such Demand Request). Upon receipt of any Demand Request, the Company shall use reasonable efforts to file, not later than the later of (x) the date that is sixty (60) calendar days after receipt by the Company of such Demand Request and (y) the first Business Day after the date on which request the Form 8-K amendment contemplated by Section 7.14 of the Combination Agreement is filed with the SEC, in accordance with the provisions of this Agreement, a Registration Statement with the SEC (a "Demand Registration Statement") covering such Registrable Shares to be sold in a Marketed Underwritten Offering or a Non-Underwritten Offering, at the sole discretion of the Initiating Holders (the number and amount of Registrable Shares required to be registered on such Demand Registration Statement being subject to Section 3.1(b)). Each Demand Request shall specify the identity of each Initiating Holder, the number of shares Registrable Shares of each Initiating Holder requested to be registered, the aggregate number of Registrable Securities intended Shares requested to be disposed of registered by the Initiating Holders and the intended method plan of distribution thereofof such Registrable Shares. Any registration requested by one or more Shareholders under this Section 3.1(a) that Perrigo Topco is referred to in this Agreement as a "Demand Registration." Unless otherwise agreed by the Company, any Demand Registration to be made by way of a Marketed Underwritten Offering must relate to a firm commitment underwriting. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to file or make available any Shelf Registration Statement, or otherwise register securities for offer or sale on a continuous or delayed basis, pursuant to this Section 3.1. (b) After receipt of a Demand Request, the Company shall give written notice thereof to all or part Shareholders, other than the Initiating Holders, with respect to such Demand Request, not later than ten (10) calendar days after such receipt and shall include in the applicable Demand Registration Statement (i) the Registrable Shares specified in such Demand Request and (ii) all Registrable Shares with respect to which the Company has received a written request for such inclusion from Shareholders, other than such Initiating Holders, within seven (7) calendar days after the date of the Registrable Securities by filing Company's giving such notice (such Shareholders providing such requests, together with such Initiating Holders, being referred to herein as the SEC a registration statement covering such Registrable Securities (a "Participating Holders" with respect to the applicable Demand Registration). The Company and holders of Similar Securities may participate in and include any Similar Securities in the Demand Registration relating to such Demand Request. If the managing underwriter(s) of the offering to which a Demand Registration Statement relates advise the Company and the Participating Holders in writing that, in its good faith opinion, the total number or dollar amount of Registrable Shares and Similar Securities proposed to be sold in such offering exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in the applicable Demand Registration Statement only such number of securities that in the good faith opinion of such underwriter(s) can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), allocated as follows: (i) first, the Registrable Shares requested to be included by the Participating Holders, pro rata on the basis of the number of Registrable Shares requested in accordance with the terms hereof to be included in such Demand Registration Statement and (ii) second, any securities requested to be included therein by any other Persons (including the Company), allocated among such Persons in such manner as the Company may determine. (c) The Shareholders shall be entitled to initiate no more than three (3) Demand Registrations; provided, however, that the Company shall not be obligated to effect any Demand Registration (i) unless the aggregate number value of the Registrable Securities Shares requested to be registered pursuant to such Demand Registration constitutes at least 375,000 Perrigo Shares. Upon receipt of such request, Perrigo Topco shall, not later than 45 Business Days after receipt of such a request, cause to be filed a Demand Registration providing for the registration under the Securities Act of the Registrable Securities which Perrigo Topco has been so requested to register by Alychlo, to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended methods of distribution thereof specified in such request, and shall use its reasonable best efforts to have such Demand Registration declared effective by the SEC or otherwise become effective as soon as practicable thereafter (but Shareholders in no event later than the 120th calendar day after the receipt of such a request) and to keep such Demand Registration continuously effective for 120 calendar days following the date on which such Demand Registration is declared at least twenty-five million dollars ($25,000,000); and (ii) during the ninety (90) calendar day period following the effective date of a Registration Statement pursuant to any other Demand Registration or a Piggyback Registration (provided that the number of Registrable Shares included in such Piggyback Registration was not less than fifty percent (50%) of the number of Registrable Shares requested by the Shareholders to be included therein in accordance with Section 3.2(a)). A request for registration made in accordance with Section 3.1(a) shall not count for the purposes of the limitations in this Section 3.1(c) if (A) the Initiating Holders determine in good faith to withdraw such request due to marketing conditions or regulatory reasons and give written notice of such determination to the Company prior to the effective date of the Registration Statement and prior to the execution of an underwriting agreement or purchase agreement relating to such request; provided that the Initiating Holders reimburse the Company for all Registration Expenses incurred in good faith by the Company in connection with such Demand Registration prior to the Company's receipt of such notice, (B) the Registration Statement relating to such Demand Request does not become effective within ninety (90) calendar days after the date such Registration Statement is filed with the SEC (other than by reason of any Participating Holder having refused to proceed or a misrepresentation or an omission by any Participating Holder), (C) prior to the sale of at least fifty percent (50%) of the Registrable Shares included in the applicable registration relating to such Demand Request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or has otherwise become effective other governmental agency or court for any reason and the Company fails to have such shorter period terminating when all stop order, injunction, or other order or requirement removed, withdrawn or resolved to the Registrable Securities covered by reasonable satisfaction of the Shareholder within thirty (30) calendar days after the date of such Demand Registration have been sold pursuant thereto order or (including, if necessary, by filing D) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the SEC registration relating to such request are not satisfied as a post-effective amendment result of a default or a supplement to the Demand Registration or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration, if required by the rules, regulations or instructions applicable to the registration form under the Securities Act used breach thereunder by the Company for that proximately and primarily caused the failure of such conditions. (d) In connection with any Demand Request, the lead underwriter to administer the offering shall be chosen by the Initiating Holders holding a majority of the Registrable Shares included in such Demand Registration Request, subject to the prior written consent, not to be unreasonably withheld, conditioned or by delayed, of the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder)Company.