Demand Registration. (a) Subject to the provisions hereof, at any time on or after the date that is 180 days after the Closing Date, the Holders of a majority of Registrable Securities shall have the right to require the Company to file a Registration Statement registering for sale all or part of their respective Registrable Securities under the Securities Act (a “Demand Registration”) by delivering a written request therefor to the Company (i) specifying the number of Registrable Securities to be included in such registration by such Holder or Holders, (ii) specifying whether the intended method of disposition thereof is pursuant to an Underwritten Offering (as defined below), and (iii) containing all information about such Holder required to be included in such Registration Statement in accordance with applicable Law. As soon as practicable after the receipt of such demand, the Company shall (x) promptly notify all Holders from whom the request for registration has not been received and (y) use reasonable best efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities Laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities that the Company has been so requested to register; provided, however, that (i) the Holders shall not make a request for a Demand Registration under this Section 3.2(a) for Registrable Securities having an anticipated aggregate offering price of less than $5,000,000, (ii) the Holders will not be entitled to require the Company to effect more than three (3) Demand Registrations in the aggregate under this Agreement, and (iii) the Company will not be obligated to effect more than one (1) Demand Registration in any six (6) month period.
Demand Registration. (a) The Covered Holders shall have the right, on not more than two occasions in the aggregate, occurring no more frequently than once during any six month period, to require the Company (subject to the next sentence) to use its reasonable best efforts to register for offer and sale under the Securities Act all or a portion of the Registrable Securities then outstanding; provided, however, that, without limiting the foregoing, if the Company is S-3 Eligible during any calendar year, then the Covered Holders shall also have the right, on not more than two occasions in the aggregate during such calendar year, to require the Company to register for offer and sale pursuant to a Registration Statement on Form S-3 (which shall be a "shelf" Registration Statement pursuant to Rule 415 under the Securities Act, or a successor provision) if so requested by a majority of the Covered Holders (which majority shall be calculated based on the number of Registrable Securities held by all Covered Holders) all or a portion of the Registrable Securities then outstanding. As promptly as practicable after the Company receives a notice from the Covered Holders (a "Demand Notice") demanding that the Company register for offer and sale under the Securities Act Registrable Securities having as to each Registration an expected aggregate offering price of at least $10,000,000, subject to Section 2(b), the Company shall (i) file with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on Form S-3, or if Form S-3 is not available, on such other form as the Company may reasonably deem appropriate and, thereafter, (ii) use all reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such Registration Statement; provided, however, that no Covered Holder shall be entitled to be named as a selling stockholder in the Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Covered Holder is an Electing Holder. Subject to Section 2(b), the Company shall use all reasonable efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Covered Holders for resales of Registrable Securities for an Effectiveness Period ending on the earlier of (i) 90 days from the Effective Time of such Registration Statement ...
Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwr...
Demand Registration. Beginning on the earlier of (i) February 19, ------------------- 2001, or (ii) one year after the Company's Initial Public Offering, if Holders of more than 66-2/3% of the Registrable Securities request that the Company file a registration statement for the lesser of 50% of the outstanding Registrable Securities or a number of shares yielding gross aggregate proceeds in excess of $15,000,000, then the Company will (x) promptly give written notice of the proposed registration to all other Holders, and (y) use its reasonable best efforts to cause such shares to be registered (together with any Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company); provided, however, that (a) the Company shall not be required to effect any such registration within one-hundred eighty (180) days prior to its good faith estimate of the date of the filing of, and one-hundred eighty (180) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, (b) such registration obligation shall be deferred for not more than sixty days if the Company furnishes the requesting holders with a certificate of the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its shareholders for a registration statement to be filed in the near future, but the Company shall not be entitled to such deferral more than twice in any 12- month period and (c) the Company shall not be obligated to effect more than a total of two such demand registrations. Any such registration shall be firmly underwritten by an underwriter of nationally recognized standing which shall be mutually agreeable to the Company and a majority in interest of the Holders requesting the registration. If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Holders making the request. The Registrable Securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration; provided, however, that, if by the withdrawal of such Registrable Securities, a greater number of Reg...
Demand Registration. (a) If at any time on and after the Closing Date, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their ...
Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and Ca...
Demand Registration. (a) Subject to the provisions of this Article V, until the first date on which there are no Registrable Shares (the “Registration Termination Date”), each of Univar NV, CD&R Investor and Temasek Investor may at any time request (at which time, such requesting Stockholder shall be referred to as the “Initiating Stockholder”) in writing registration for resale under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) to such Stockholder of at least the Minimum Amount. Upon such request, the Company shall promptly, but no later than two days after such request, deliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an Underwritten Offering, the Company shall state such in the written notice and in such event the right of any other Stockholder to participate in such registration shall be conditioned upon such Stockholder’s participation in such Underwritten Offering and the inclusion of such Stockholder’s Registrable Shares in the Underwritten Offering to the extent provided herein. Subject to Section 5.03(d), Section 5.05 and Section 5.09, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered together with all or such portion of the Registrable Shares of any Stockholder joining in such request which have provided notification to the Company pursuant to this Section 5.02(a) (a “Demand Registration Statement”) within 30 days and (ii) if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.
Demand Registration. If on any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in ...
Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered.
Demand Registration. (a) If at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a “Demand Notice”), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”).
