Demand Registration Statement. Upon request of any of the Holders after the occurrence of a Demand Registration Event, the Company shall as soon as practicable and in any event within sixty (60) days after the date such request is delivered to the Company, prepare and file or cause to be prepared and filed with the Commission a registration statement Form F-3 (or, subject to the penultimate sentence of this Section 2(h), such other appropriate form) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Demand Registration Statement”) pursuant to which all of the Additional Registrable Securities received by the Purchaser (or the Holders) pursuant to conversion of the Convertible Note shall be registered for resale by such Holders (the “Demand Registration”). If Form F-3 or, if the use of Form F-3 is not then available to the Company or for the Resale Registration, the Company shall (x) register the resale of the Additional Registrable Securities on Form F-1 or such other appropriate registration statement form permitting registration of such Additional Registrable Securities for resale by the Purchaser, and (y) undertake to register the Additional Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of such Demand Registration Statement then in effect until such time as a Demand Registration Statement on Form F-3 covering the Additional Registrable Securities has been declared effective by the Commission. All provisions set forth in this Agreement (including, without limitation, Sections 2(b) through 2(d)) with respect to Resale Registration Statements shall apply, mutatis, mutandis, to the Demand Registration Statements required to be filed hereunder (except to the extent expressly set forth in this Section 2.1(e)).
Demand Registration Statement. If for any reason the Company ceases to be eligible to register the Registrable Shares on the Shelf Registration Statement following the date hereof or the Shelf Registration Statement is not available for resale of the Registrable Shares after the expiration of the Lock-Up Period, subject to the Company’s timely receipt of the Required Information from the Participating Holders as contemplated by Section 2.03(c) and subject to Section 2.02(a) and Article III hereof, (i) at any time during the Demand Registration Period, the Participating Holders owning and proposing to register Registrable Shares representing, in the aggregate, at least $5,000,000 as of such time may by notice (a “Demand Notice”) to the Company request that the Company file a Demand Registration Statement and (ii) upon such request, the Company shall as soon as practicable, and in any event within the later of thirty (30) days after the date such Demand Notice is given by the Participating Holder or ten (10) days after the Participating Holders have provided the Required Information to the Company, file a Demand Registration Statement under the Securities Act covering the Registrable Shares that the Participating Holders request be included in such Registration Statement. The Company shall use its reasonable best efforts to cause such Demand Registration Statement to become effective as soon as practicable and remain effective until all Registrable Shares included in such Registration Statement are sold. A previous participation in any registrations effected by the Company pursuant to Section 2.01(g) will not affect the Participating Holder’s registration rights under clause (i) above; provided that Participating Holders may not make any demand pursuant to clause (i) above if a Registration Statement is in effect for such Participating Holder’s Registrable Shares pursuant to a previous demand under such clause (i). The Company shall not be obligated to effect, or to take any action to effect, any Registration Statement pursuant to this Section 2.01(e) during the period that ends on a date that is ninety (90) days after the effective date of a Company-initiated registration of Common Stock, provided that the Company shall use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable thereafter.
Demand Registration Statement. Notwithstanding the foregoing, Lavazza shall be entitled, at any time after receiving notice of deferral pursuant to this Section 2.1(d) and before the Demand Registration Statement becomes effective, to withdraw such Demand Notice request and, if such request is withdrawn, such registration shall not count as one of the permitted Demand Registration Statements pursuant to Section 2.1(c)(ii) of this Agreement.
Demand Registration Statement. The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a Demand for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form (a) for which the Company then qualifies or which counsel for the Company shall deem appropriate and (b) which shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended methods of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.5; provided, however, that the Company shall have the right to defer such filing for up to ninety (90) days if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such filing would have a material adverse effect on any previously undisclosed proposal or plan by the Company to engage in any material financing, acquisition, merger, consolidation, tender offer or other transaction or third party claim (but the Company shall not have the right to exercise the right set forth in this proviso more than once in any 365-day period in respect of all Demand Registrations hereunder).
Demand Registration Statement as defined in Section 1.3(a)(iii).
Demand Registration Statement. The Company shall use its reasonable best efforts to file, as soon as reasonably practicable, after the Company’s receipt of any request for a Demand Registration, in its sole discretion, either (i) a shelf registration statement on Form S-3 or such other form under the Securities Act then available to the Company, registering for resale such number of shares of Registrable Securities as the Investor(s) have requested to be included in the Demand Registration and have such shelf registration statement declared effective as soon as reasonably practicable after receiving a request for a Demand Registration, or (ii) a prospectus supplement covering such number of shares of Registrable Securities as requested by the Investor(s) to be included in the Demand Registration; provided, in the case of clause (ii), that the Company has previously filed and there remains effective a shelf registration statement on Form S-3 or any successor form thereto then available to the Company that permits the Demand Registration without the filing of a new registration statement. Such registration statement referred to in clause (i) and (ii) above (including the Prospectus (as defined in Section 1(j) below), amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement) is hereinafter referred to as a “Demand Registration Statement.”
Demand Registration Statement. The term "Demand Registration Statement" means a registration statement filed under the Securities Act by the Company pursuant to the provisions of Section 2.2 hereof, including the Prospectus contained therein, any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.
Demand Registration Statement. The Company shall prepare, and as soon as practicable, but in any event within 60 days following a request made pursuant to Section 3.2, file with the Commission, a Section 3.2 Demand Registration Statement with respect to such Registrable Securities (both with respect to their initial issuance to Principal Holders and any ASLP Holders or Holdings Unit Holders, if required, and to their resales), make all required filings with the NASD and use its reasonable best efforts to cause such Section 3.2 Demand Registration Statement to become effective as soon as practicable.
Demand Registration Statement. (a) If, at any time after the earlier of (A) the date that is the twenty four (24) month anniversary of the Closing Date and (B) the Board Rights Termination Date, there is not an effective Registration Statement covering the resale of all of the Registrable Securities, the Lead Purchaser may provide a notice (the “Demand Notice”) to the Company requesting that the Company file a Registration Statement with respect to all or a portion of its Registrable Securities as specified in such notice (a “
Demand Registration Statement. (a) (i) If at any time following November 4, 2008 the Company receives a written request from Holders of Registrable Securities with respect to a sale of Registrable Securities in an aggregate amount of not less than $100,000,000, the Company shall prepare and, as promptly as practicable file with the SEC and use its reasonable best efforts to cause to be declared effective as soon as practicable a registration statement (a “Registration Statement”) relating to the offer and sale of the Registrable Securities by Holders thereof requesting to participate in such Registration Statement in accordance with the methods of distribution set forth in the Registration Statement and applicable rules promulgated by the SEC pursuant to the Securities Act, as such rules may be amended from time to time, or any successor rules or regulations, subject to the limitations of this Agreement; provided that so long as the Company is a Well-Known Seasoned Issuer and is eligible to file an automatic shelf registration pursuant to Instruction 1.D. of Form S-3, it shall file such Registration Statement pursuant to such Instruction..
