Common use of Demand Requests Clause in Contracts

Demand Requests. (a) Except as otherwise provided in this Section 2.2, at any time on or after the 180th day following the Effective Date, any one or more of the Private Equity Holders may request the Company in writing (a “Demand Request”) to sell all or any portion of its or their Registrable Shares in a Public Offering (each, a “Demand Offering”); provided, however, that in no event shall the Company be obligated under this Section 2.2 to effect more than one (1) Demand Offering on Form S-1 or a successor form in any 90-day period or more than three (3) Demand Offerings in any 12-month period commencing on the Effective Date and any anniversary thereof. Notwithstanding the foregoing, no Demand Request will be effective hereunder unless the net proceeds (net of underwriting fees and commissions) to the Private Equity Holders from the sale of the Registrable Shares included in such request are reasonably expected to exceed $50,000,000 or such request includes all Registrable Shares owned by the requesting Private Equity Holders at such time. (b) Notwithstanding the foregoing, no Demand Offering shall be deemed to have occurred for purposes of this Section 2.2.1 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for 90 days (or such shorter period as shall terminate when all Registrable Shares covered by such Registration Statement have been sold) or (iii) the Demand Offering pursuant to such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court. The Company shall bear and pay all Registration Expenses (as provided in Section 2.7); provided, however, that in the event the Private Equity Holders revoke a Demand Offering (which revocation may only be made prior to the Company requesting acceleration of effectiveness of the relevant Registration Statement or, in the case of a shelf takedown, prior to the signing of an underwriting agreement or similar agreement) and the Company has incurred Registration Expenses and not been reimbursed by such Private Equity Holders, then such Demand Offering shall count as having been effected for purposes of this Section 2.2.1. (c) Notwithstanding the foregoing, if 20% or more of the Registrable Shares included in a Demand Request are excluded from the Demand Offering pursuant to Section 2.2.2(d) below, then the Private Equity Holders shall have the right, with respect to such exclusion, to request one additional Demand Offering during the relevant 12-month period.

Demand Requests. (a) Except as otherwise provided in this Section 2.2, at any time on or after the 180th day following the Effective Date, any one or more of the Private Equity Trident Holders may request the Company in writing (a “Demand Request”) to sell all or any portion of its or their Registrable Shares in pursuant to a Public Offering Registration Statement (each, a “Demand Offering”). Upon receipt of such Demand Request from the Trident Holders, the Company shall use commercially reasonable efforts to (i) prepare and file, on or before the date that is (A) 75 days after receiving such Demand Request in the case of a registration statement on Form S-11 or (B) 30 days after receiving such Demand Request in the case of a registration statement on Form S-3 (the “Required Filing Date”), a registration statement relating to the Demand Registrable Shares (a “Demand Registration Statement”) and (ii) if such Demand Registration Statement does not become effective automatically, cause such Demand Registration Statement to be declared effective by the SEC as promptly as reasonably practicable; provided, however, that in no event shall the Company be obligated under this Section 2.2 to effect (x) file a Demand Registration Statement prior to the IPO or the expiration of any underwriter’s lock-up period in connection with the IPO; and (y) file more than one two (12) Demand Offering on Form S-1 or a successor form in any 90-day period or more than three (3) Demand Offerings in any 12-month period commencing on the Effective Date and any anniversary thereofRegistration Statements. Notwithstanding the foregoing, no Demand Request will be effective hereunder unless the net proceeds (net of underwriting fees and commissions) to the Private Equity Holders from the sale aggregate value of the Registrable Shares included in such request are reasonably expected to at the time of such request exceed $50,000,000 or such request includes all Registrable Shares owned by the requesting Private Equity Trident Holders at such time. (b) Notwithstanding the foregoing, no Demand Offering Registration Statement shall be deemed to have occurred been filed for purposes of this Section 2.2.1 if the such Demand Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for 90 days (or such shorter period as shall terminate when all Registrable Shares covered by such Demand Registration Statement have been sold), (iii) in an underwritten Demand Offering is subject to a cutback in accordance with Section 2.2.2(c) and fails to include at least 80% of the Demand Registrable Shares proposed to be included by the Trident Holders in such Demand Registration Statement, or (iiiiv) the Demand Offering pursuant to such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court. The Company shall bear and pay all Registration Expenses (as provided in Section 2.7); provided, however, that in the event the Private Equity Trident Holders revoke a Demand Request or withdraw a Demand Offering (which revocation or withdrawal may only be made prior to the Company requesting acceleration of effectiveness of the relevant Demand Registration Statement or, in the case of a shelf takedown, prior to the signing of an underwriting agreement or similar agreement) ), other than an automatic withdrawal pursuant to Section 2.2.3, and the Company has incurred Registration Expenses and not been reimbursed by such Private Equity the Trident Holders, then such the Demand Offering Registration Statement shall count as having been effected filed for purposes of this Section 2.2.1. (c) Notwithstanding the foregoing, if 20% or more of the Registrable Shares included in The right to issue a Demand Request are excluded from under this Section 2.2 is non-transferable and shall not be assigned to any transferee of Registrable Shares, including any Permitted Transferee, except in the Demand Offering pursuant case of a transfer by the Trident Holders to Section 2.2.2(d) below, then a Permitted Transferee of Registrable Shares representing not less than 50% of Registrable Shares held by the Private Equity Trident Holders shall have as of the right, with respect to such exclusion, to request one additional Demand Offering during the relevant 12-month perioddate hereof.

Demand Requests. (a) Except as otherwise provided in this Section 2.2, at any time on or after the 180th day following the Effective Date, any one or more Holders holding at least 20% of the Private Equity Registrable Shares held by all Holders (the “Requesting Holders”) may request the Company in writing (a “Demand Request”) to sell all or any portion of its or their Registrable Shares in a Public Offering (each, a “Demand Offering”); provided, however, that in no event shall the Company be obligated under this Section 2.2 to effect (i) more than one (1) Demand Offering on Form S-1 or a successor form in any 90-day period or period, (ii) more than three (3) Demand Offerings in any 12-month period commencing on the Effective Date and any anniversary thereof, or (iii) more than four (4) Demand Offerings in total. Notwithstanding the foregoing, no Demand Request will be effective hereunder unless the net proceeds (net of underwriting fees and commissions) to the Private Equity Holders from the sale of the Registrable Shares included in such request are reasonably expected to exceed $50,000,000 or such request includes all Registrable Shares owned by the requesting Private Equity Holders at such time. (b) Notwithstanding the foregoing, no Demand Offering shall be deemed to have occurred for purposes of this Section 2.2.1 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for 90 days (or such shorter period as shall terminate when all Registrable Shares covered by such Registration Statement have been sold) or (iii) the Demand Offering pursuant to such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court. The Company shall bear and pay all Registration Expenses (as provided in Section 2.7); provided, however, that in the event the Private Equity Requesting Holders revoke a Demand Offering (which revocation may only be made prior to the Company requesting acceleration of effectiveness of the relevant Registration Statement or, in the case of a shelf takedown, prior to the signing of an underwriting agreement or similar agreement) and the Company has incurred Registration Expenses and not been reimbursed by such Private Equity Requesting Holders, then such Demand Offering shall count as having been effected for purposes of this Section 2.2.1. (c) Notwithstanding the foregoing, if 20% or more of the Registrable Shares included in a Demand Request are excluded from the Demand Offering pursuant to Section 2.2.2(d) below, then the Private Equity Holders shall have the right, with respect to such exclusion, to request one additional Demand Offering during the relevant 12-month period.