Common use of Demand Right Clause in Contracts

Demand Right. (i) Commencing 90 days after the occurrence of the Initial Public Offering (subject to any lock-up agreement under Section 2(f) that may be in effect), Holders who beneficially own at least 25% of the total outstanding Registrable Securities (assuming exercise of all Warrants) referred to in clauses (a)-(e) of the definition thereof (the "Demanding Holders") shall have the right to require the Company to register under the Securities Act all or a portion of such number of Registrable Securities as such Demanding Holders shall designate for sale in a written request to the Company (the "Demand Registration"); provided, however, that the Company shall have the right to delay the Demand Registration for an aggregate of up to 60 days if the Board of Directors of the Company determines in good faith (a "Registration Delay Determination") that (i) required disclosure of information in any related Registration Statement, Prospectus or prospectus supplement at such time would have a material adverse effect on the Company's business, operations or prospects or (ii) a material business transaction that has not yet been publicly disclosed would be required to be disclosed in a Registration Statement, Prospectus or prospectus supplement and such disclosure would jeopardize the success of such transaction. The Company shall not be required to effect more than one Demand Registration. (ii) The Company will not, without the written consent of a majority in interest of the Demanding Holders, include in any Demand Registration securities for sale for the account of any Person (including the Company) other than the Demanding Holders, except that the Company shall include securities held by other holders of securities of the Company from time to time having the contractual right to be so included (subject to the applicable provisions of this Agreement).

Demand Right. Subject to the provisions of Section 5.3, if the Company shall receive a written request from i2 that the Company file a registration statement under the Securities Act covering the registration of Shares pursuant to this Section 5.2(a), then the Company shall, within twenty (i20) Commencing 90 days after the occurrence receipt of such written request, give written notice of such request (the Initial Public Offering (subject "REQUEST NOTICE") to any lock-up agreement under Section 2(f) that may be in effect), all Holders who beneficially own at least 25% of the total outstanding Registrable Securities (assuming exercise as such terms are defined in that certain Amended and Restated Registration Rights Agreement, dated as of all Warrants) referred to June 30, 2000, by and among the Company and certain investors in clauses (a)-(e) of the definition thereof Company's capital stock (the "Demanding HoldersPRIOR RIGHTS AGREEMENT")), and effect, as soon as practicable, by means of a Form S-3 registration statement if the Company is a registrant entitled to use such form, the registration under the Securities Act of all Shares and all Registrable Securities which have been requested to be registered and included in such registration by written notice given to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of Section 5.2(c); provided that the Shares requested by i2 to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than One Million Dollars ($1,000,000). The Company is obligated to effect only one such registration pursuant to this Section 5.2(a). Notwithstanding the foregoing, if the Company shall furnish to i2 a certificate signed by the President or Chief Executive Officer 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 such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to require defer such filing for a period of not more than ninety (90) days after receipt of the Company to register under the Securities Act all or a portion request of such number of Registrable Securities as such Demanding Holders shall designate for sale in a written request to the Company (the "Demand Registration")i2; provided, however, that the Company shall have the may not utilize this right to delay the Demand Registration for an aggregate of up to 60 days if the Board of Directors of the Company determines in good faith (a "Registration Delay Determination") that (i) required disclosure of information more than once in any related Registration Statement, Prospectus or prospectus supplement at such time would have a material adverse effect on the Company's business, operations or prospects or twelve (ii12) a material business transaction that has not yet been publicly disclosed would be required to be disclosed in a Registration Statement, Prospectus or prospectus supplement and such disclosure would jeopardize the success of such transaction. The Company shall not be required to effect more than one Demand Registrationmonth period. (ii) The Company will not, without the written consent of a majority in interest of the Demanding Holders, include in any Demand Registration securities for sale for the account of any Person (including the Company) other than the Demanding Holders, except that the Company shall include securities held by other holders of securities of the Company from time to time having the contractual right to be so included (subject to the applicable provisions of this Agreement).