Demand Procedure Sample Clauses

Demand Procedure. (i) Subject to subsections (ii) and (iv) below, during the Demand Period any Holder or combination of Holders (the “Demanding Shareholders”) owning 50% or more of the Series E Registrable Securities may deliver to the Company a written request (a “Demand Registration Request”) that the Company register any or all such Demanding Shareholders’ Registrable Securities. (ii) Holders of the Series E Registrable Securities, taken together, may only make one Demand Registration Request during the Demand Period. The Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the Demand Registration Request. (iii) A Demand Registration Request from Demanding Shareholders shall (A) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; (B) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; and (C) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration. (iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration. (v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shar...

Demand Procedure. 3.3.1 Subject to subsection 3.3.2 hereof, during the Demand Period any Demanding Shareholder or combination of Demanding Shareholders may deliver to the Company a written request (a "Demand Registration Request") that the Company register any or all of such Demanding Shareholders' Registrable Securities. 3.3.2 Demanding Shareholders may only make one Demand Registration Request in any six-month period during the Demand Period (the "Interim Demand Period") and except as provided in subsections 3.3.4 and 3.3.8, in the aggregate may only make two Demand Registration Requests for a Form S-1 Demand Registration. The Company shall only be required to file one registration statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to each Demand Registration Request.

Demand Procedure. (a) Subject to Section 3.2(b) hereof, during the Demand Period the Initiating Holders may deliver to the Company a written request (a "Demand Registration Request") that the Company register any or all of the Registrable Securities of such Initiating Holder(s). (b) Holders of Registrable Securities will be entitled to a total of not more than one (1) Demand Registration (and an additional two (2) Demand Registrations, provided the Company is eligible to use Form S-3 to register the Registrable Securities), pursuant to which the Company will be required to file a Registration Statement with the Commission on any form, including a Form S-3 ("Form S-3 Registration Statement"). Holders of Registrable Securities may make only one Demand Registration Request in any twelve-month period during the Demand Period (the "Interim Demand Period"). The Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to each Demand Registration Request.

Demand Procedure. JP, EJM, KP -- --- -- Initials 3.2.1 Subject to Sections 3.2.2 and 3.2.4 below, during the Demand Period any Holder or combination of Holders (the "Demanding Shareholders") owning 50% or more of the Registrable Securities may deliver to the Client a written request (a "Demand Registration Request") that the Client register any or all of such Demanding Shareholders' Registrable Shares. 3.2.2 Holders, in the aggregate, may only make one Demand Registration Request in each six-month period during the Demand Period (the "Interim Demand Periods"). The Client shall only be required to file one registration statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to each Demand Registration Request. 3.2.3 A Demand Registration Request from Demanding Shareholders shall (i) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request (ii) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting, and (iii) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration. 3.2.4 If during any Interim Demand Period, the Client receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities having an aggregate market value of $100,000 or greater, as determined according to the closing price of the Common Stock on the NASDAQ National Market, on the Bulletin Board or in the Pink Sheets on the date of such Demand Registration Request, then the Client shall, subject to the limitations in Sections 3.2.5 and 3.2.6 hereof, (i) use its reasonable best efforts to prepare and file within 30 days of receipt of the Demand registration request with the SEC a registration statement under the Securities Act with respect to all the Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request, (ii) use its reasonable best efforts to cause such registration statement to become effective within 75 days of receipt of the Demand Registration Request, and (iii) if such registration can be accomplished by means of a registration statement on Form S-3, keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration. If such regi...

Demand Procedure. 3.1.1 Subject to Sections 3.2.2 and 3.2.4 below, during the Demand Period any Holder or combination of Holders (the "Demanding Shareholders") owning 50% or more of the Registrable Securities may deliver to the Client a written request (a "Demand Registration Request") that the Client register any or all of such Demanding Shareholders' Registrable Shares. 3.1.2 Holders, in the aggregate, may only make one Demand Registration Request in each six-month period during the Demand Period (the "Interim Demand Periods"). The Client shall only be required to file one registration statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to each Demand Registration Request.

Demand Procedure. So long as any Registrable Securities remain outstanding (the "Registration Term"), Buyer shall have the right (the "Demand Right"), by written notice to the Company (a "Demand Notice"), to require the Company to register all or a portion of the Registrable Securities held by Buyer under and in accordance with the provisions of the Securities Act (a "

Demand Procedure. 3.2.1. Subject to Sections 3.2.2 and 3.2.4 below, during the Demand Period any Holder or combination of Holders (the "Demanding Shareholders") owning 50% or more of the Registerable Securities may deliver to the Client a written request (a "Demand Registration Request") that the Client register any or all such Demanding Shareholders' Registerable Shares.

Demand Procedure. (a) Any one or more Investors (each an "Initiating Investor") may at any time and from time to time on or after the Commencement Date furnish the Company with a written request (a "Demand Notice") which sets forth the number of Registrable Shares requested to be registered in a Demand Registration and such Initiating Investor's preferred method(s) of distribution of such Registrable Shares permitted by Section 2.3(a). Upon receipt by the Company of a Demand Notice, the Company shall promptly notify each of the other Investors (the "Other Investors") in writing of such request for registration and such notice shall name each Initiating Investor and set forth the other information contained in each Demand Notice. Upon receipt of such notice from the Company (the "Company Notice"), each Other Investor may give the Company a written request to register any or all of such Other Investor's Registrable Shares in the Demand Registration described in the Company Notice; provided, that such written request is given within ten (10) Business Days after the date on which the Company Notice is given. Any such request made by any Other Investor shall state (A) the number of Registrable Shares to be so registered in such Demand Registration by such Other Investor, (B) such Other Investor's preferred method(s) of distribution of such Registrable Shares permitted by Section 2.3(a) hereof, and (C) any other information that the Company Notice reasonably requests be included in such notice from such Other Investor. As used herein, the term "Requesting Investor(s)" means the Initiating Investor(s) and all Other Investor(s), if any, requesting the registration of Registrable Shares pursuant to a Demand Registration in accordance with this Section 2.2(a) following the giving of the Company Notice. (b) If any Initiating Investor commences the procedures set forth in Section 2.2(a) on any occasion, then the Company shall be obligated, upon completion of such procedures, to promptly proceed to effect the requested Demand Registration in accordance with this Agreement if either the Requesting Investor(s) with respect to such Demand Registration include one or more Investors who (A) hold in the aggregate at least a majority of the aggregate number of Registrable Shares then held by all of the Investors and (B) have requested the registration in such Demand Registration of a number of Registrable Shares (whether or not such Registrable Shares requested to be registered are issued shar...

Demand Procedure. The demand for arbitration must be in writing and must be made by the aggrieved party within the statute of limitations period provided under applicable Florida and/or federal law for the particular claim. Failure to make a written demand within the applicable statutory period constitutes a waiver to raise that claim in any forum. Arbitration proceedings shall be held in Hillsborough County, Florida.

Demand Procedure. Subject to the provisions of Section 2.1(a)(ii), at any time beginning on the date of expiration of the transfer restriction set forth in Section 6.3 of the Purchase Agreement, until the fifth (5th) annual anniversary of the Closing Date (the “Registration Term”), a Holder shall have the right (the “Demand Right”), by written notice to the Company (a “Demand Notice”), to require the Company to register all or a portion of the Registrable Securities held by such Holder under and in accordance with the provisions of the Securities Act (in each case, a “Demand Registration”); provided, however, that the Company shall have no obligation to register any Registrable Securities under this Section 2.1(a): (A) unless and until the Company receives Demand Notices demanding registration of Registrable Securities from the Holder or Holders of at least a majority of the then-outstanding Registrable Securities; (B) except as otherwise provided in Section 2.1(a)(iii), if the Company is in the process of effecting a demand registration under this Section 2.1(a); (C) prior to the filing by the Company of a Current Report on Form 8-K, or amendment thereto, which includes the financial statements and pro forma financial information required under Item 9.01(a) and 9.01(b) of Form 8-K with respect to the acquisition contemplated by the Purchase Agreement; or (D) if a Registration Statement filed pursuant to a Demand Notice is already effective which would permit the distribution sought in a new Demand Notice. The Company shall, within five (5) Business Days after the date a Demand Notice is given, provide written notice of such request to all Holders of Registrable Securities. As soon as practicable, but in any case subject to clauses (A) through (D) above, no later than thirty (30) days following the receipt by the Company of the original Demand Notice, the Company will file (i) an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S‑3ASR with the SEC, if the Company is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) eligible to file Form S-3ASR under the applicable rules and regulations of the SEC, or (ii) a Registration Statement on Form S-3 with the SEC, if the Company is not then eligible to file an automatic shelf registration statement on Form S-3ASR under the applicable rules of the SEC, in either case with respect to resale of the issued and outstanding Registrable Securities covered...