Common use of Demand Procedures Clause in Contracts

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 shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number and class or series 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 and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable, use its best efforts to (i) file with the SEC under the Act a registration statement on an appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) cause the registration statement to be declared effective. At the request of the Institutional Investors making such demand, the Company shall 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 Institutional Investors and approved by the Company, such 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 the Institutional Investors with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, and Other Shareholders 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 the Institutional Investors under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month period; provided, however, that any such request shall be deemed satisfied only when a registration statement covering at least 80% of the Registrable Securities specified in the notices as aforesaid and not withdrawn pursuant to Section 1.1.5, for sale in accordance with the method of disposition specified by the Institutional Investors, has become effective; provided further, that as among the Institutional Investors: (i) ABS shall have the sole and exclusive right to request two (2) registrations under Section 1.1.1, and (ii) Norwest shall have the sole and exclusive right to request one (1) registration under Section 1.1.1, provided that in each case the requested registration otherwise satisfies the conditions of Section 1.1.1.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 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 and class or series of shares proposed to be registered and sold) within ten five (105) Business Days after receipt of such notice from the Company. Subject 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 reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registration, the Company 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 shall enter into an underwriting agreement in customary 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 method of disposition specified by the Initiating Holders, has become effective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the 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 the provisions of Section 1.1.4public, or any successor thereto, the proposed Company 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 and sale statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting Holders pursuant to this SECTION 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in SECTION 1.4; provided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable, use its best efforts to (i) file with Stockholders other than the SEC under the Act a registration statement on an appropriate form concerning all Registrable Securities specified Holders in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) cause the registration statement to be declared effective. At the request of the Institutional Investors making such demand, the Company shall cause each offering pursuant to this Section 1.1.1 1.1, subject to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Institutional Investors and approved by the Company, such approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement reduction as provided in customary form and containing customary terms reasonably acceptable to the Company and the Institutional Investors with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, and Other Shareholders 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 the Institutional Investors under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month period; provided, however, that any such request shall be deemed satisfied only when a registration statement covering at least 80% 1.1.4 of the Registrable Securities specified in the notices as aforesaid and not withdrawn pursuant to Section 1.1.5, for sale in accordance with the method of disposition specified by the Institutional Investors, has become effective; provided further, that as among the Institutional Investors: (i) ABS shall have the sole and exclusive right to request two (2) registrations under Section 1.1.1, and (ii) Norwest shall have the sole and exclusive right to request one (1) registration under Section 1.1.1, provided that in each case the requested registration otherwise satisfies the conditions of Section 1.1.1this Agreement.

Demand Procedures. Within ten (10a) Business Days after Upon 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)Post-IPO Demand Request, the Company shall promptly give written deliver notice of such a request to all other Holders of Registrable Securities, if any, who shall then have thirty (30) days to notify the proposed Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such other Holders shall have event the right of any Holder of Registrable Securities to join participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the proposed registration and sale, upon written request underwritten public offering to the extent provided herein. (b) The Company (which will use commercially reasonable efforts to effect the registration of all Registrable Securities whose Holders request shall specify participation in such registration under the number and class or series of shares proposed to be registered and sold) within ten (10) Business Days after receipt of such notice from the Company. Subject Securities Act subject to the provisions of this Section 1.1.4, the proposed registration 2 hereunder and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable, use its best efforts to (i) file with the SEC under the Act a registration statement on an appropriate form concerning all qualify such Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) cause the registration statement to be declared effective. At the request of the Institutional Investors making such demand, the Company shall 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 Institutional Investors and approved by the Company, such 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 the Institutional Investors with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, and Other Shareholders 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 the Institutional Investors sale under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month periodstate blue sky law; provided, however, that the Company shall not be required to effect a registration pursuant to a request under this Section 2: (i) after two (2) such Post-IPO Demand (per Initiating Holder) registrations pursuant to this Section 2 have been declared effective, or (ii) during the period starting with 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on the date which is one hundred and eighty days (180) following the effective date of, a Company-initiated registration, or (iii) in any jurisdictions which require it to qualify to do business or subject itself to general service of process therein. (c) The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such request postponements shall be not exceed one hundred and twenty (120) days in the aggregate during any twelve (12) month period, if (A) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its shareholders, or (B) the Board of Directors determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness, and provided, further that (x) the Company shall not register any securities for its own account or that of any other shareholder during such period and (y) that the Company may not invoke this right more than once in any twelve (12) month period. A registration will not deemed satisfied only when as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission; provided, however, that if the Initiating Holder or Initiating Holders (that requested the registration) shall request, in writing, at least ten (10) business days prior to the effective date of the registration statement that the Company withdraw a registration statement covering at least 80% of which has been filed under this Section 2 but not yet been declared effective, the Registrable Securities specified Majority Interest who participate in the notices as aforesaid and not withdrawn pursuant registration may thereafter request that the Company reinstate such registration, if permitted under the Securities Act, or to Section 1.1.5file another registration statement, for sale in accordance with the method procedures set forth herein. Notwithstanding the provisions of disposition specified Section 7, the Company shall not be required to pay for any registration expenses pursuant to Section 2, if the registration request is subsequently withdrawn at the request of the Initiating Holder(s) (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless (i) the Majority Interest who participate in the registration agree that all Holders forfeit their right to one registration pursuant to Section 2; or (ii) unless the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request (in which case such withdrawal shall not require any forfeiture and the Company shall still be required to bear such expenses). (d) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by the Institutional Investorssuch managing underwriter; provided, has become effective; provided furtherhowever, that as among the Institutional Investorsnumber of shares that may be included in such underwritten public offering shall be allocated in the following sequence and priority: (i) ABS first the securities held by Tene Funds, CI and EHIH shall have be included in such registration on a ratio of 2:2:1 (i.e. for each share of the sole Company held by EHIH and exclusive right to request included in the registration, two (2) registrations under Section 1.1.1shares held by Tene Funds (pro-rata between the members of the Tene Funds) and two (2) shares held by CI shall be included) (the “Cutbacks Ratio”); provided, further, however, that (a) as of such time that the shares held by CI constitute less than 50% of the Common Stock issued to CI on conversion of its Series B Preferred Stock), then the Cutbacks Ratio of CI shall equal its then pro rata share of the Registrable Securities; and (b) as of such date EHIH (including its Permitted Transferees) holds less than 20% of the Company’s issued and outstanding share capital, then the Cutbacks Ratio shall be made on a pro rata basis; and (ii) Norwest second, and only after all securities under (i) above have been included in the registration in full, any other securities of the Company may be included. If there is a reduction of the number of Registrable Securities pursuant to clauses (i) or (ii), such reduction shall have be made on a pro rata basis (based upon the sole and exclusive right to request one (1) registration under Section 1.1.1, provided that aggregate number of Registrable Securities held by the Holders in each case tranche and subject to the priorities set forth in the preceding sentence) except as otherwise expressly contemplated by the preceding sentence. A registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section ‎2.3(d), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration otherwise satisfies statement are actually included. (e) With respect to a request for registration pursuant to Section 2 which is for an underwritten public offering, the conditions of Section 1.1.1managing underwriter shall be chosen by the Majority Interest who participate in the registration, subject to the Company’s consent, which such consent shall not be unreasonably withheld or delayed.

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 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 and class or series of shares proposed to be registered and sold) within ten five (105) 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 and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable, use its best efforts to practicable (i) file with the SEC under the Act a registration statement on an the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Institutional Investors making such demandInitiating Holders requesting registration, the Company 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 Institutional Investors Initiating Holders and approved by the Company, such 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 the Institutional Investors with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, and Other Shareholders intending to participate in such proposed registration must agree holders proposing 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) two registrations in total requested by the Institutional Investors under Initiating Holders under Section 1.1.1 or more than one (1.1. 1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month period; , provided, however, that any each such request shall be deemed satisfied only when a registration statement covering at least 80% of the all Registrable Securities specified in the notices received as aforesaid and not withdrawn pursuant to Section 1.1.5aforesaid, for sale in accordance with the method of disposition specified by the Institutional InvestorsInitiating Holders, has become effectiveeffective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, S-8 or another form not available for registering securities fxx xxxx to the public, or any successor thereto, the Company 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 of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided furtherprovided, however, that the Company may include securities offered by the Company for its own account and/or other securities of the Company that are held by shareholders other than the Holders in such offering pursuant to this Section 1.1, subject to reduction as among the Institutional Investors: (i) ABS shall have the sole and exclusive right to request two (2) registrations under provided in Section 1.1.1, and (ii) Norwest shall have the sole and exclusive right to request one (1) registration under Section 1.1.1, provided that in each case the requested registration otherwise satisfies the conditions 1.1.4 of Section 1.1.1this Agreement.

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 Registrable 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 shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number and class or series of shares Registrable 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 of Registrable Shares by the Holders under this Section 1.1 may also include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, (i) as expeditiously soon as practicable, use its best efforts to and in any event within sixty (i60) days after the date such request is given by the Initiating Holders under Section 1.1.1, file with the SEC under the Securities Act a registration statement on an appropriate form concerning covering all Registrable Securities Shares specified in the demand request and all Registrable Securities Shares or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) as soon as practicable after the filing of the registration statement, cause the such registration statement to be declared effectiveeffective by the SEC. At the request of a majority-in-interest of the Institutional Investors making such demandInitiating Holders, the Company shall cause each offering pursuant to Section 1.1.1 1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by a majority-in-interest of the Institutional Investors Initiating Holders and approved by the Company, such 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 a majority-in-interest of the Company and the Institutional Investors Initiating Holders with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, Holders and Other Shareholders 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 Notwithstanding anything in this Section 1.1 to the contrary, if at any time the Company shall not is eligible to use a Form S-3 registration statement (or any successor form) for secondary sales, then, at the request of a majority-in-interest of the Initiating Holders, the registration statement to be obligated to effect more than three (3) registrations in total requested filed by the Institutional Investors under Company pursuant to this Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month period; provided, however, that any such request 1.1.2 shall be deemed satisfied only when a registration statement covering at least 80% of the Registrable Securities specified in the notices as aforesaid and not withdrawn pursuant to Section 1.1.5, for sale in accordance with the method of disposition specified by the Institutional Investors, has become effective; provided further, that as among the Institutional Investors: on Form S-3 (i) ABS shall have the sole and exclusive right to request two (2) registrations under Section 1.1.1, and (ii) Norwest shall have the sole and exclusive right to request one (1) registration under Section 1.1.1, provided that in each case the requested registration otherwise satisfies the conditions of Section 1.1.1or any successor form).

Demand Procedures. Within ten (10) Business Days after receipt by Purchaser, any Holder which is an Affiliate of Purchaser or the Required Holders may make a written request to the Company for registration of Registrable Securities under the Securities Act with the Commission for a written registration request under Section 1.1.1 public offering of Registrable Securities (which request shall specify a "Demand Registration"); provided, however, that 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 shall have the right to join in the proposed registration and sale, upon written request to only two Demand Registrations of all or any part of their Registrable Securities. Whenever the Company (which shall receive a request shall specify for a Demand Registration, the number and class or series of shares proposed to be registered and sold) within ten (10) Business Days after receipt Company will promptly give written notice of such notice from the Company. Subject registration to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicableall Holders, use its reasonable best efforts to (i) file with effect the SEC registration under the Securities Act a registration statement on an appropriate form concerning all of the Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) cause the registration statement to be declared effective. At the request of the Institutional Investors making requests for inclusion therein within 30 days after such demand, the Company shall 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 Institutional Investors and approved by the Company, such 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 the Institutional Investors with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, and Other Shareholders 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 the Institutional Investors under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month periodnotice is given; provided, however, that the Company will not be required to take any action pursuant to this Section 6.1: (i) if the Company has effected a registration pursuant to Section 6.1 or 6.2 within the 180-day period preceding such request which permitted Holders of Registrable Securities to register Registrable Securities; (ii) if the Company shall at the time have effective a Shelf Registration pursuant to which the Holder or Holders that requested registration could effect the disposition of such Holder's or Holders' Registrable Securities in the manner requested; or (iii) during the pendency of any Suspension Period permitted under Section 6.1(c); and provided further that the Company will be deemed satisfied only when a permitted to satisfy its obligations under this Section 6.1 by amending (to the extent permitted by applicable law) any registration statement covering at least 80% previously filed by the Company under the Securities Act so that such registration statement (as amended) will permit the disposition in accordance with the intended methods of disposition as specified as aforesaid) of all of the Registrable Securities specified in for which a demand for registration has been made under this Section 6.1. If the notices as aforesaid and not withdrawn Company so amends a previously filed registration statement, it will be deemed to have effected a registration for purposes of this Section 6.1. All requests made pursuant to this Section 1.1.5, for sale in accordance with 6.1(a) will specify the method number of shares of Registrable Securities to be registered and will also specify the intended methods of disposition specified by the Institutional Investors, has become effective; provided further, that as among the Institutional Investors: (i) ABS shall have the sole and exclusive right to request two (2) registrations under Section 1.1.1, and (ii) Norwest shall have the sole and exclusive right to request one (1) registration under Section 1.1.1, provided that in each case the requested registration otherwise satisfies the conditions of Section 1.1.1thereof.