Requesting Holders Clause Samples

The 'Requesting Holders' clause defines the rights and procedures for certain shareholders, often those holding a specified minimum percentage of shares, to initiate specific actions or requests under an agreement. Typically, this clause outlines how these holders can collectively demand company actions such as convening meetings, triggering registration rights, or requesting information, often requiring a formal written request and adherence to notice periods. Its core practical function is to empower minority or significant shareholders to act collectively, ensuring their interests are represented and that they have a mechanism to prompt company responses or actions when necessary.
Requesting Holders. If withdrawn by a Demanding Holder, any Requesting Holder may elect to continue an Underwritten Demand pursuant to the proviso in the immediately preceding sentence and such Underwritten Demand shall instead count as an Underwritten Demand demanded by such Requesting Holder for purposes of subsection 2.1.3. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Offering and shall not include the Registrable Securities of such withdrawing Demanding Holder(s) in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement (subject to the other terms and conditions of this Agreement). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to an Underwritten Offering prior to its withdrawal under this subsection 2.1.6.
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Requesting Holders shall have only those registration rights with respect to such registration as set forth in Section 3(a) of this Agreement.
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Requesting Holders. If any Initiating Holders or Requesting Holders disapproves of the terms of the underwriting, such Person may elect to withdraw from such underwriting and registration by written notice to Holdings, the Underwriter and the Initiating Holders. The Registrable Stock so withdrawn will also be withdrawn from registration; provided, however, that, if by the withdrawal of -------- ------- such Registrable Stock a greater number of shares of Registrable Stock may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then Holdings will offer to all holders of Registrable Stock who have included Registrable Stock in the registration the right to include additional Registrable Stock in the same proportion used in determining the limitation imposed by the provisions of this Section 5(b)(ii).
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Requesting Holders. 2 1.9 Rule 144................................................2 1.10
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Requesting Holders. (a) Required Filing Date 2.1(b)
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Requesting Holders. 6 SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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Requesting Holders. The term "Requesting Holders" shall have the meaning set forth in Section 2.1(c) hereof.
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Requesting Holders upon receipt of any notice from the Purchaser of the happening of any event of the kind described in paragraph (iv) or (v) above, will forthwith discontinue, and cause their affiliates to discontinue, disposition of the Registrable Securities until Requesting Holders' receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (iv) above or until they are advised in writing by the Purchaser that the use of the prospectus may be resumed and have received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. If so directed by the Purchaser, Requesting Holders will deliver to the Purchaser or destroy all copies, other than permanent file copies then in the possession of Requesting Holders or their affiliates, of the prospectus required to be supplemented or amended.
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Requesting Holders. Holders that have requested to participate ------------------ in an offering pursuant to Section 4.1 or 4.2. SEC: the Securities and Exchange Commission. --- Securities Act: the Securities Act of 1933. -------------- Special Committee: a special committee of the Board of ----------------- Directors, comprised of independent directors as such term is defined in Schedule D to the By-laws of the National Association of Securities Dealers, Inc., or any person or persons acting under the direction of such committee. Transaction: any transaction, including, without limitation, a ----------- merger, consolidation, sale of all or substantially all of the Company's assets or recapitalization of the Common Stock, and excluding any transaction as to which Section 7 applies. Triggering Event: any of the following: (i) a Change of ---------------- Control or (ii) a sale of a sufficient number of shares of Common Stock such that Viacom beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) shares of Common Stock constituting less than 20% of the total number of shares of Common Stock then outstanding.
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Related to Requesting Holders

  • Registrable Securities As used herein the term "Registrable Security" means the Securities until (i) the Registration Statement has been declared effective by the Commission, and all Securities have been disposed of pursuant to the Registration Statement, (ii) all Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Securities have been otherwise transferred to holders who may trade such Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement.

  • Registrable Shares For purposes of this Agreement, “Registrable Shares” shall mean the shares of Parent Common Stock issued as the Equity Consideration and Restricted Equity Consideration.

  • Allocation of Registrable Securities The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.

  • Aggregation of Registrable Securities All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

  • By Selling Holders To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any person who controls such Holder within the meaning of the Securities Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, partner or director, officer or controlling person of such other Holder may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this Section 1.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by a Holder under this Section 1.6(b) in respect of any Violation shall not exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises.