Demand for Registration. If the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) 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 of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating ...
Demand for Registration. If at any time after six (6) months following the effective date of the Company’s IPO, the Company receives from the Initiating Holders a written request that the Company effect a registration pursuant to this Section 2.1 with respect to shares of Registrable Securities, the Company will:
(a) promptly and within ten (10) days after the receipt of such request, give written notice of the proposed registration to all other Holders; and
(b) file a registration statement under the Securities Act of all Registrable Securities which the Holders request to be registered, subject to the limitations of this Section 2.1, not sooner than five (5) Business Days but within thirty (30) days of the mailing of such notice by the Company in accordance with Section 3.7 hereof and effect such registration statement as soon as practicable.
(c) Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect or complete any such registration pursuant to this Section 2.1:
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) Following the filing of, and for one hundred eighty (180) days immediately following the effective date of, any registration statement pertaining to Equity Securities of the Company (other than a registration of securities with respect to an employee benefit plan);
(iii) After the Company has effected two (2) such demand registrations pursuant to this Section 2.1; or
(iv) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.
Demand for Registration. Any Initiating Group may request in writing that the Company effect the registration under the Securities Act of Registrable Securities, in which case the Company will (i) within 30 days of such request, file with the SEC all documentation necessary to effect such registration and (ii) thereafter use its reasonable best efforts to effect such registration.
Demand for Registration. Subject to the provisions of this Article II, at any time and from time to time, each Holder shall have the right to request in writing that the Company register the offer and sale under the Securities Act of all or part of the Registrable Securities beneficially owned by such Holder (a “Demand Right”). Notwithstanding the foregoing, if the Company has previously effected a Demand Registration pursuant to this Section 2.1, the Company shall not be required to effect an additional Demand Registration pursuant to this Section 2.1 until a period of 60 days shall have elapsed from the date on which such previous Registration Statement became effective. Furthermore, the Company shall not be obligated to effect more than three (3) Demand Registrations in any twelve (12)-month period.
Demand for Registration. Upon the receipt from a then Eligible Demand Holder of a Demand Registration Request for the registration of some or all of the Registrable Securities owned by such Eligible Demand Holder at the time of such Demand Registration Request, the Company shall, as soon as reasonably practicable, but in any event within 30 calendar days after receipt of a Demand Registration Request: (i) file a registration statement the form of which is, under the rules and regulations of the Commission, suitable for effecting a public offering in which the Eligible Demand Holders shall be entitled to offer for sale and to sell, pursuant to such registration statement and in the manner requested by such Eligible Demand Holder in the Demand Registration Request, the amount of Registrable Securities as specified in such Demand Registration Request; and (ii) use its best efforts to cause such registration statement to become effective within 90 days after the filing of the registration statement. The Company shall use its best efforts to cause such registration statement to remain effective for the lesser of 150 days after the date such registration statement is declared effective or the period required to effect such sale of Registrable Securities; PROVIDED, HOWEVER, that if all shares registered pursuant to such registration statement are to be sold in a firm commitment underwriting and the underwriter or underwriters determine, in its or their sole discretion, that a period greater than 150 days is necessary in order to consummate such offering, the Company shall use commercially reasonable efforts to cause such registration statement to remain in effect for the period requested by the underwriter or underwriters.
Demand for Registration. If the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a "Demand Registration") of at least 50% of the Registrable Securities (other than a registration on Form S-3 or any related form of registration statement, such a request being provided for under Section 9. 10 hereof) then outstanding within ten (10) days after the Company gives notice to the Holders that the annual certified audit of the Company's finances has been completed and presented to the Company, the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 9.03:
Demand for Registration. If the Company shall receive from the Holders of at least 50% of the Registrable Securities at any time (the "Demand Date") not earlier than December 31, 1996 a written request that the Company effect any registration with respect to all or a part of the Registrable Securities then, if the Commission has not prior to the Demand Date declared effective a shelf registration statement pursuant to Rule 415 with respect to all of the Registrable Securities (a "Shelf Registration Statement") which is effective as of the Demand Date, the Company will, as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1(a):
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) Subject to the proviso in clause (A)(y) of Section 2.3 hereof, after the Holder has initiated one such registration pursuant to this Section 2.1(a);
Demand for Registration. Subject to the provisions of this Article II, at any time and from time to time, each Holder shall have the right to request in writing that the Company register the sale under the Securities Act of all or part of the Registrable Securities beneficially owned by such Holder (a “Demand Right”). Notwithstanding the foregoing, a Demand Right may be exercised only if (x) the aggregate offering price of the Shares to be sold by the Holder in the applicable offering (before deduction of underwriter discounts and commissions) is reasonably expected to exceed, in the aggregate, $50.0 million or (y) such Demand Right is exercised with respect to all remaining Registrable Securities held by the Holder; provided, that if the Company has previously effected a Demand Registration pursuant to this Section 2.1, the Company shall not be required to effect an additional Demand Registration pursuant to this Section 2.1 until a period of 75 days shall have elapsed from the date on which such previous registration became effective; provided further that TPG and its Transferees, collectively, shall only be entitled to exercise Demand Rights if TPG and its Affiliates beneficially own 5% or more of the Fully Diluted Outstanding Shares as of the date such Demand Rights are exercised and, in any case, shall only be entitled to exercise no more than three Demand Rights per calendar year.
Demand for Registration. 49 Section 7.3
Demand for Registration. If the Company shall receive a written request from the Holder requesting that the Company effect the registration under the Securities Act of all or part of the Holder's Registrable Securities ("Demand Request"), the Company shall use its best efforts to effect such registration as soon as practicable. Subject to the provisions of Section 2 (f), the Company may register for sale in such registration other securities which the Company has been requested to register by the holders thereof, provided however, that no securities other than Registrable Securities shall be included in such registration unless the managing underwriter shall have advised the Holder that the inclusion of such other securities would not adversely affect such offering. The Company shall not be required to effect more than two registrations pursuant to requests made pursuant to this Section 2. Notwithstanding the provisions of this Section 2, if the Company receives a Demand Request at a time when the Company has retained an investment bank in connection with a primary offering of Common Stock or Convertible Securities or otherwise has commenced efforts with regard to such an offering, the Company may elect to treat the Demand Request made under this Section 2 as a "piggyback" registration under Section 3 by giving Notice to the Holder within 90 days of the Company's receipt of the Demand Request.
