Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company shall receive at any ------------------ time after the earlier of (i) August 31, 1997, or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request ------- Notice") to all Holders, and effect, as soon as practicable, the registration ------ under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty (30) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,000.

Request by Holders. If the Company shall receive at any ------------------ time more than 180 days after the earlier of (i) August 31, 1997, or (ii) six (6) months after the effective closing date of the Company's initial first public offering of its securities of the Company pursuant to an effective registration statement (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a registration filed under the Securities Actstock option, stock purchase or similar plan or an SEC Rule 145 transaction) a written request from the Holders of at least forty percent (40%) 50% of the Registrable Securities then outstanding (“Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2with an anticipated aggregate public offering price of not less than $10,000,000 (exclusive of underwriters’ discounts and commissions), then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request ------- “Demand Notice"”) to all Holders, Holders and effectuse its commercially reasonable best efforts to, as soon as practicable, the file a registration ------ statement under the Securities Act of covering all Registrable Securities which that the Initiating Holders request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within thirty twenty (3020) days after receipt of the Request Noticedate the Demand Notice is given, and in each case, subject only to the limitations of this Section 2.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,0002.

Request by Holders. If the Company shall receive at any ------------------ time after the earlier of (i) August 31May 25, 1997, 2010 or (ii) six (6) months after the effective date of the Company's ’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten twenty (1020) business days of after the receipt of such written request, give written notice of such request ("the “Request ------- Notice"”) to all Holders, and effect, as soon as practicable, the registration ------ under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty twenty (3020) days after receipt of the Request Notice, subject only to the limitations of this Section 2.22; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty forty percent (3040%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($3,000,0005,000,000). A registration statement filed pursuant to this Section 2.2 may include other securities of the Company with respect to which registration rights have been granted in accordance with the terms of this Agreement.

Request by Holders. If the Company shall receive at any ------------------ time after the earlier of (i) August 31November 25, 1997, 2003 or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least forty percent (40%) a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten twenty (1020) business days of after the receipt of such written request, give written notice of such request ("Request ------- NoticeREQUEST NOTICE") to all Holders, and effect, as soon as practicable, the registration ------ under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty twenty (3020) days after receipt of the Request Notice, subject only to the limitations of this Section 2.22; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty twenty-five percent (3025%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,00025,000,000. The Company shall not be obligated to effect a registration under this Section 2.2 during the six-month period after the effective date of the Company's initial public offering of its securities as set forth above.

Request by Holders. If the Company shall receive Company, at any ------------------ time after the earlier of (i) August December 31, 19972022, or (ii) six (6) months after following the effective date completion of the Company's initial a firm commitment underwritten public offering of its securities pursuant to a registration filed the Ordinary Shares of the Company in the United States that has been registered under the Securities ActAct or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on an internationally recognized securities exchange, receives a written request from the Holders of at least forty thirty percent (4030%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 2.22.3, then the Company shall, within ten (10) business days Business Days (as defined below) of the receipt of such written request, give written notice of such request ("the “Request ------- Notice"”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration ------ under the Securities Act of all Registrable Securities which that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty twenty (3020) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,0002.3.

Request by Holders. If the Company shall receive at any ------------------ time after the earlier of (i) August 31July 5, 19972002, or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least forty percent 2,100,000 shares (40%on a common equivalent basis) of the Demand Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Demand Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request ------- NoticeREQUEST NOTICE") to all Holders, and effect, as soon as practicable, the registration ------ under the Securities Act of all Demand Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty twenty (3020) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the -------- Demand Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty fifty percent (3050%) of all Demand Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,0005,000,000 (or $10,000,000 if such requested registration is the initial public offering of the Company's stock registered under the Securities Act).

Request by Holders. If the Company shall receive at any ------------------ time after the earlier of (i) August 31, 1997the date that is eighteen (18) months after the date of this Agreement, or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration statement filed under the Securities Act, a written request from the Holders of at least forty percent (40%) 30% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request ------- Notice") to all Holders, and effect, use its best efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt of such Request Notice, the registration ------ under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty twenty (3020) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,0007,500,000.

Request by Holders. If the Company shall receive at any time ------------------ time after the earlier of (i) August 31September 30, 19972002 (except that if the Company has completed the initial public offering of its securities then the time period in 2.2(a)(ii) shall apply even after September 30, 2002), or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least forty twenty-five percent (4025%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request ------- Notice") to all Holders, and effect, as soon as -------------- practicable, the registration ------ under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty twenty (3020) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the -------- Registrable Securities -------- requested by all Holders to be registered pursuant to such request must either (i) be at least thirty twenty-five percent (3025%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,0002,500,000.

Request by Holders. If the Company shall receive at any time ------------------ time after the earlier later of (i) August 31September __, 19971998, or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least forty percent (40%) 50% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request ------- Notice") to all Holders, and effect, as soon as -------------- practicable, the registration ------ under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty twenty (3020) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the -------- Registrable Securities -------- requested by all Holders to be registered pursuant to such request must either (i) be at least thirty fifty percent (3050%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,00010,000,000.

Request by Holders. If the Company shall receive at any time ------------------ time after the earlier of (i) August 31, 19972000, or (ii) six (6) months after 180 days after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least forty percent (40%) a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request ------- Notice") to all Holders, and effect, as soon as practicable, and in any event within 60 days following delivery of the Request Notice, the registration ------ under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty twenty (3020) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty fifty percent (3050%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,0002,000,000.

Request by Holders. If the Company shall receive at any ------------------ time after the earlier of three (i3) August 31, 1997years from the date of this Agreement, or (ii) six (6) months after the effective date of the Company's ’s initial public offering of its securities pursuant to a registration filed under the Securities ActAct (the “IPO”), a written request from the Holders of at least forty percent (40%) a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten twenty (1020) business days of after the receipt of such written request, give written notice of such request ("the “Request ------- Notice"”) to all Holders, and effect, as soon as practicable, the registration ------ under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty twenty (3020) days after receipt of the Request Notice, subject only to the limitations of this Section 2.22; provided provided, that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($3,000,0005,000,000) or Thirty Million Dollars ($30,000,000) if such requested registration is the IPO.

Request by Holders. If the Company shall receive at any ------------------ time after the earlier of (i) August 31, 1997, four (4) years from the date of this Agreement or (ii) six (6) months after the effective date of the Company's initial first registration statement for a public offering of its securities of the Company (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a registration filed under the Securities Actstock option, stock purchase or similar plan or an SEC Rule 145 transaction) a written request from the Holders of at least forty fifty percent (4050%) of the Registrable Securities then outstanding outstanding, voting together as a single class and on an as-converted basis (the “Initiating Holders”), that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2with an anticipated aggregate public offering price of not less than $10,000,000, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request ------- “Demand Notice"”) to all Holders, and effectHolders and, as soon as practicable, the file a registration ------ statement under the Securities Act of covering all Registrable Securities which that the Initiating Holders request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within thirty twenty (3020) days after receipt of the Request Noticedate the Demand Notice is given, and in each case, subject only to the limitations of this Section 2.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,0002.

Request by Holders. If the Company shall receive at any ------------------ time after six (6) months following the earlier of (i) August 31the date that the Company becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, 1997as amended (the Exchange Act"), or (ii) six (6) months after the effective date of a transaction in which the Company's initial public offering outstanding shares of its securities pursuant Common Stock are exchanged for shares of common stock of an entity that is subject to a registration filed under the Securities periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, a written request from the Holders of at least forty percent (40%) a majority of the Registrable Securities then outstanding (the "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2having an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than two million five hundred thousand dollars ($2,500,000), then the Company shall, within ten fifteen (1015) business days of the receipt of such written request, give written notice of such request ("Request ------- Notice") to all Holders, and commence taking such steps as may be reasonably necessary to effect, as soon as practicable, the registration ------ on Form S-2 (or any successor form) under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty fifteen (3015) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,0001.2.

Request by Holders. If (i) the Company shall receive at any ------------------ time after the earlier of one hundred and twentieth (i120th) August 31, 1997, or (ii) six (6) months day after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the Securities Act, Closing receive a written request from the Holders of at least forty fifty percent (4050%) of the Registrable Securities then outstanding Series B Preferred issued as of the Closing, that the Company file a registration statement under the Securities Act (including, without limitation, a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Securities that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of Registrable Securities, and (ii) the expected gross proceeds of the sale of Registrable Securities pursuant to this Section 2.2under such registration statement would equal or exceed $2,000,000, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request ------- Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, the registration ------ under the Securities Act of all Registrable Securities which that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty (30) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,000.twenty

Request by Holders. If the Company shall receive at any ------------------ time after the earlier of (i) August 31, 1997, five (5) years from the date of this Agreement or (ii) six (6) months after the effective date of the Company's initial first registration statement for a public offering of its securities of the Company (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a registration filed under the Securities Actstock option, stock purchase or similar plan or an SEC Rule 145 transaction) a written request from the Holders of at least forty percent (40%) 20% of the Registrable Securities then outstanding (“Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration such amount of Registrable Securities pursuant to this Section 2.2as would have an anticipated aggregate public offering price of not less than $10,000,000, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request ------- “Demand Notice"”) to all Holders, and effectHolders and, as soon as practicable, the file a registration ------ statement under the Securities Act of covering all Registrable Securities which that the Initiating Holders request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within thirty twenty (3020) days after receipt of the Request Noticedate the Demand Notice is given, and in each case, subject only to the limitations of this Section 2.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,0002.

Request by Holders. If the Company shall receive receives at any ------------------ time after the earlier of (i) August 31July 1, 19972001, or (ii) six one hundred eighty (6180) months days after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least forty twenty percent (4020%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shallwill, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request ------- Notice") to all Holders, and will use its best efforts to effect, as soon as practicable, the registration ------ under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty twenty (3020) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request the first registration effected pursuant to this Section 2.2 must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $3,000,00025,000,000.00; provided further that the Registrable Securities requested by all Holders to be registered pursuant to the second registration effected pursuant to this Section 2.2 must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $15,000,000.00.

Request by Holders. If the Company shall receive at any ------------------ time after the earlier of (i) August 31, 1997, five (5) years from the date of this Agreement or (ii) six (6) months after the effective date of the Company's ’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten twenty (1020) business days of after the receipt of such written request, give written notice of such request ("the “Request ------- Notice"”) to all Holders, and effect, as soon as practicable, the registration ------ under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within thirty twenty (3020) days after receipt of the Request Notice, subject only to the limitations of this Section 2.22; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Seven Million Five Hundred Thousand Dollars ($3,000,0007,500,000).