Common use of Demand Procedures Clause in Contracts

Demand Procedures. (i) Any Offering Request shall specify: (i) the approximate aggregate number of Registrable Securities requested to be registered or offered for sale in such Offering Request, (ii) the intended method of disposition in connection with such Offering Request, to the extent then known and (iii) the identity of the Demanding Holder or Demanding Holders. (ii) In connection with any Offering Request, the Demanding Holder(s) and Company management shall jointly participate in the process of selecting the investment banking firms that will serve as lead and co-managing underwriters with respect to such underwritten offering. In addition, the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering. Notwithstanding any other provision of this Section 3, if the managing underwriter(s) advise the Demanding Holder(s) in writing that marketing factors require a limitation of the number of shares to be underwritten in a Holder-initiated registration or offering, the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as follows: (A) first, among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included in the registration or underwritten offering; (B) second, to the Company; and (C) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offering.

Demand Procedures. (i) Any Offering Request shall specify: (iA) the approximate aggregate number of Registrable Securities requested to be registered or offered for sale in such Offering Request, (iiB) the intended method of disposition in connection with such Offering Request, to the extent then known and (iiiC) the identity of the Demanding Holder or Demanding Holders. (ii) In connection with any Offering Request, subject to required approval of the board of the general partner of the Company, the Demanding Holder(s) and Company management shall jointly participate in the process of selecting the investment banking firms that will serve as lead and co-managing underwriters with respect to such underwritten offering. In addition, the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering. Notwithstanding any other provision of this Section 3, if the managing underwriter(s) advise the Demanding Holder(s) in writing that marketing factors require a limitation of the number of shares to be underwritten in a Holder-initiated registration or offering, the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as follows: (A) first, among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included in the registration or underwritten offering; (B) second, to the Company; and (C) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offering.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable (i) Any Offering Request shall specify: (i) file with the approximate aggregate number of SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities requested specified in the demand request and all Registrable Securities with respect to be registered or offered for sale in such Offering Request, which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the intended method of disposition in connection with such Offering Request, registration statement to be declared effective. At the extent then known and (iii) the identity request of the Demanding Holder or Demanding Holders. (ii) In connection with any Offering Request, the Demanding Holder(s) and Company management shall jointly participate in the process of selecting the investment banking firms that will serve as lead and co-managing underwriters with respect to such underwritten offering. In additionInitiating Holders requesting registration, the Company (together with all shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders and approved by the Company, such approval not to be unreasonably withheld. All holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form form. The Company shall not be obligated to effect more than two registrations requested by Initiating Holders under Section 1.1.1, provided, however, that each such request shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the underwriter or underwriters selected for such underwritten offering. Notwithstanding any other provision method of this Section 3disposition specified by the Initiating Holders, has become effective and, if the managing underwriter(s) advise the Demanding Holder(s) in writing that marketing factors require method of disposition is a limitation firm commitment underwritten public offering, at least 75% of the number of shares Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to be underwritten in a Holder-initiated registration the public, or offeringany successor thereto, the Company shall so advise all will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration 134 statement with respect to its Common Stock, whether for its own account or that would otherwise be underwritten of other shareholders, from the date of receipt of a notice from requesting Holders pursuant heretoto this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, and however, that the number Company may include securities offered by the Company for its own account and/or other securities of shares of Registrable Securities the Company that may be included in are held by shareholders other than the registration and underwriting shall be allocated as follows: (A) first, among all Holders in proportionsuch offering pursuant to this Section 1.1, subject to reduction as nearly as practicable, to the respective amounts provided in Section 1.1.4 of Registrable Securities requested by such Holders to be included in the registration or underwritten offering; (B) second, to the Company; and (C) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offeringthis Agreement.

Demand Procedures. (i) Any Offering Request shall specify: (i) the approximate aggregate number of Registrable Securities requested to be registered or offered for sale in such Offering Request, (ii) the intended method of disposition in connection with such Offering Request, to the extent then known and (iii) the identity of the Demanding Holder Major Stockholder or Demanding HoldersMajor Stockholders making such Offering Request. (ii) In connection with any Offering Request, the Demanding Holder(sMajor Stockholder(s) making such Offering Request and Company management shall jointly participate in the process of selecting the investment banking firms that will serve as lead and co-managing underwriters with respect to such underwritten offering. In addition, the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering. Notwithstanding any other provision of this Section 34.2, if the managing underwriter(s) advise the Demanding Holder(sMajor Stockholder(s) in writing that marketing factors require a limitation of the number of shares to be underwritten in a HolderMajor Stockholder-initiated registration or offering, the Company shall so advise all Holders of Major Stockholders that own Registrable Securities that or whose Affiliates own Registrable Securities, that, in any such case, would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as follows: (A) first, among all Holders Major Stockholders and their respective Affiliates, as the case may be, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders Major Stockholders to be included in the registration or underwritten offering; (B) second, to the Company; and (C) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who and have validly requested participation in such registration or underwritten offering, in proportion, as nearly as practicable, to the respective amounts of additional securities of such other Persons to be included in the registration or underwritten offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Major Stockholder or its Affiliates, as applicable, to the nearest 100 shares. (iii) For purposes of this Section 4.2, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provision in Section 4.2(b)(ii), fewer than fifty percent (50%) of the total number of Registrable Securities that Major Stockholders have requested to be included in such registration statement are actually included.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to Xxxxx and any other Holders of the proposed registration, and Xxxxx and any other Holder, if any, shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within ten (10) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account. The Company shall thereafter, as expeditiously as practicable, use its best efforts to (i) Any Offering Request shall specify: (i) file with the approximate aggregate number of SEC under the Act a registration statement on an appropriate form concerning all Registrable Securities requested specified in the demand request and all Registrable Securities or other securities of the Company with respect to be registered which the Company has received the written request from Xxxxx or offered for sale in such Offering Requestany other Holder, and (ii) cause the intended method registration statement to be declared effective. At the request of disposition in connection with such Offering Request, to the extent then known and (iii) the identity of the Demanding Holder or Demanding Holders. (ii) In connection with any Offering Request, the Demanding Holder(s) and Company management shall jointly participate in the process of selecting the investment banking firms that will serve as lead and co-managing underwriters with respect to such underwritten offering. In additionContego, the Company (together with all Holders proposing shall cause each offering pursuant to distribute their securities through Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by Contego and approved by the Company, such underwriting) approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and Contego with the underwriter or underwriters selected for such underwritten offeringunderwriting. Notwithstanding Contego and all Holders intending to participate in such proposed registration must agree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than three (3) registrations in total requested by Contego under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any other provision of this Section 3consecutive twelve-month period; provided, if the managing underwriter(s) advise the Demanding Holder(s) in writing however, that marketing factors require any such request shall be deemed satisfied only when a limitation registration statement covering at least 80% of the number of shares to be underwritten in a Holder-initiated registration or offering, the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included specified in the registration notices as aforesaid and underwriting shall be allocated as follows: (A) firstnot withdrawn pursuant to Section 1.1.5, among all Holders for sale in proportionaccordance with the method of disposition specified by Contego, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included in the registration or underwritten offering; (B) second, to the Company; and (C) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offeringhas become effective.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable (i) Any Offering Request shall specify: (i) file with the approximate aggregate number of SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities requested specified in the demand request and all Registrable Securities with respect to be registered or offered for sale in such Offering Request, which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the intended method of disposition in connection with such Offering Request, registration statement to be declared effective. At the extent then known and (iii) the identity request of the Demanding Holder or Demanding Holders. (ii) In connection with any Offering Request, the Demanding Holder(s) and Company management shall jointly participate in the process of selecting the investment banking firms that will serve as lead and co-managing underwriters with respect to such underwritten offering. In additionInitiating Holders requesting registration, the Company (together with all shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders and approved by the Company, such approval not to be unreasonably withheld. All holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form form. The Company shall not be obligated to effect more than two registrations requested by Initiating Holders under Section 1.1.1, provided, however, that each such request shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the underwriter or underwriters selected for such underwritten offering. Notwithstanding any other provision method of this Section 3disposition specified by the Initiating Holders, has become effective and, if the managing underwriter(s) advise the Demanding Holder(s) in writing that marketing factors require method of disposition is a limitation firm commitment underwritten public offering, at least 75% of the number of shares Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form X-0, X-0 or another form not available for registering securities for sale to be underwritten in a Holder-initiated registration the public, or offeringany successor thereto, the Company shall so advise all will not, without the consent of the Holders selling a majority of the Registrable Securities in such offering pursuant to this Section 1.1, file with the SEC any other registration statement with respect to its Common Stock, whether for its own account or that would otherwise be underwritten of other shareholders, from the date of receipt of a notice from requesting Holders pursuant heretoto this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, and however, that the number Company may include securities offered by the Company for its own account and/or other securities of shares of Registrable Securities the Company that may be included in are held by shareholders other than the registration and underwriting shall be allocated as follows: (A) first, among all Holders in proportionsuch offering pursuant to this Section 1.1, subject to reduction as nearly as practicable, to the respective amounts provided in Section 1.1.4 of Registrable Securities requested by such Holders to be included in the registration or underwritten offering; (B) second, to the Company; and (C) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offeringthis Agreement.

Demand Procedures. (i) Any Offering Request shall specify: (i) the approximate aggregate number of Registrable Securities requested to be registered or offered for sale in such Offering Request, (ii) the intended method of disposition in connection with such Offering Request, to the extent then known and (iii) the identity of the Demanding Holder or Demanding Holders. (ii) In connection with any Offering Request, subject to required approval of the board of the general partner of the Company, the Demanding Holder(s) and Company management shall jointly participate in the process of selecting the investment banking firms that will serve as lead and co-managing underwriters with respect to such underwritten offering. In addition, the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering. Notwithstanding any other provision of this Section 3, if the managing underwriter(s) advise the Demanding Holder(s) in writing that marketing factors require a limitation of the number of shares to be underwritten in a Holder-initiated registration or offering, the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as follows: (A) first, among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included in the registration or underwritten offering; (B) second, to the Company; and (C) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offering.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed registration, and such other Holders, if any, shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within ten (10) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account. The Company shall thereafter, as expeditiously as practicable, use its best efforts to (i) Any Offering Request shall specify: (i) file with the approximate aggregate number of SEC under the Act a registration statement on an appropriate form concerning all Registrable Securities requested specified in the demand request and all Registrable Securities or other securities of the Company with respect to be registered or offered for sale in such Offering Requestwhich the Company has received the written request from any other Holders, and (ii) cause the intended method registration statement to be declared effective. At the request of disposition in connection with such Offering Request, to the extent then known and (iii) the identity of the Demanding Holder or Demanding Holders. (ii) In connection with any Offering Request, the Demanding Holder(s) and Company management shall jointly participate in the process of selecting the investment banking firms that will serve as lead and co-managing underwriters with respect to such underwritten offering. In additionContego, the Company (together with all Holders proposing shall cause each offering pursuant to distribute their securities through Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by Contego and approved by the Company, such underwriting) approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and Contego with the underwriter or underwriters selected for such underwritten offeringunderwriting. Notwithstanding Contego and all Holders intending to participate in such proposed registration must agree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than three (3) registrations in total requested by Contego under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any other provision of this Section 3consecutive twelve-month period; provided, if the managing underwriter(s) advise the Demanding Holder(s) in writing however, that marketing factors require any such request shall be deemed satisfied only when a limitation registration statement covering at least 80% of the number of shares to be underwritten in a Holder-initiated registration or offering, the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included specified in the registration notices as aforesaid and underwriting shall be allocated as follows: (A) firstnot withdrawn pursuant to Section 1.1.5, among all Holders for sale in proportionaccordance with the method of disposition specified by Contego, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included in the registration or underwritten offering; (B) second, to the Company; and (C) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offeringhas become effective.

Demand Procedures. Within ten (i10) Any Offering Request Business Days after receipt by the Company of a written registration request under Section 1.1 (which request shall specify: (i) specify the approximate aggregate number of Registrable Securities requested proposed to be registered or offered for and sold and the manner in which such sale is proposed to be effected), the Company shall give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in such Offering Requestthe proposed registration and sale upon written request to the Company (which request shall specify the number of Registrable Securities proposed to be registered and sold) within ten (10) Business Days after receipt of the Company’s notice. The Company shall thereafter, as expeditiously as practicable, (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its best efforts to cause the intended method of disposition in connection with such Offering Request, registration statement to be declared effective within no more than sixty (60) days (ninety (90) days if the extent then known and (iiiregistration statement is reviewed by the SEC) after filing thereof. At the identity request of the Demanding Holder or Demanding Holders. (ii) In connection with any Offering Request, the Demanding Holder(s) and Company management shall jointly participate in the process of selecting the investment banking firms that will serve as lead and co-managing underwriters with respect to Initiating Holders requesting such underwritten offering. In additionregistration, the Company shall cause each offering pursuant to Section 1.1 to be managed, on a firm-commitment basis, by a recognized regional or national underwriter (together with all x) in the case of a Qualified IPO, selected by the Company and approved by the participating Holders, and (y) in the case of a registration and sale other than a Qualified IPO, selected by a majority in interest of the Initiating Holders requesting such registration and approved by the Company, in either case such approval not to be unreasonably withheld, conditioned or delayed. All Holders proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form form. The Company shall not be obligated to effect more than two (2) registrations requested by the Investors under Section 1.1; provided, however, that any such request shall be deemed satisfied only when a registration statement (A) covering all of the Registrable Securities (subject only to the minimum offering price limitations set forth in Section 1.1 above) specified in notices received as aforesaid, for sale in accordance with the underwriter method of disposition specified by the Initiating Holders, (B) shall have become effective for a period of at least one hundred eighty (180) days (or underwriters selected for such underwritten offering. Notwithstanding any other provision shorter period until all of this Section 3such Registrable Securities are sold), if the managing underwriter(s(C) advise the Demanding Holder(sseventy five percent (75%) in writing that marketing factors require a limitation or more of the number of shares all such Registrable Securities shall have been sold pursuant to be underwritten in a Holder-initiated such registration or offeringstatement, and (D) the Company shall so advise have complied with any and all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as follows: (A) first, among all Holders in proportion, as nearly as practicable, its other obligations with respect to the respective amounts of Registrable Securities requested by such Holders to be included in the registration or underwritten offering; (B) second, to the Company; and (C) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation as provided in such registration or underwritten offeringSection 1.4 below.