Demand Right. If at any time prior to the Termination Date, a registration statement under the Securities Act covering the issuance and resale of the Warrant Shares is not effective, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Warrant (measured by the number of Warrant Shares thereunder) (“Majority Holders”), agrees to use its commercially reasonable efforts to register (the “Demand Registration”) under the Securities Act, all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Notice. Upon its receipt of the Demand Notice, the Company will use its commercially reasonable efforts to file a registration statement under the Securities Act covering the Registrable Securities within thirty days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective as soon as possible thereafter. The Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants and Warrant Shares of the demand within ten days from the date of the receipt of any the Demand Notice. Each holder of Warrants or Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5(a).
Demand Right. Commencing on the date that is one hundred eighty (180) days after the Company becomes a Reporting Company, the Stockholders as a group representing at least 50% of the Registrable Securities (a “Requesting Group”) shall have a separate one-time right, by written notice to the Company, signed by such Stockholders (the “Demand Notice”), to request the Company to register for resale all Registrable Securities included by the Requesting Group in the Demand Notice (the “Demand Shares”) under and in accordance with the provisions of the Securities Act by filing with the Commission a Registration Statement covering the resale of such Demand Shares (the “Demand Registration Statement”). A copy of the Demand Notice also shall be provided by the Company to each of the other Stockholders who will have fifteen (15) days to notify the Company in writing to include their Registrable Securities as part of the Demand Shares, the failure of which, however, shall not in any way affect the rights of the Requesting Group pursuant to this Section 2(a). The Demand Registration Statement required hereunder shall be on any form of registration statement then available for the registration of the Registrable Securities, as selected by the Company in accordance with applicable law and regulation. The Company will use its commercially reasonable efforts to file the Demand Registration Statement within forty-five (45) days of the receipt of the Demand Notice, provided if the Demand Notice is given within the forty-five (45) days after the prior fiscal year end, then the Company will use its reasonably commercial efforts to file the Demand Registration Statement within ninety (90) days of the fiscal year end of the Company. The Company shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Demand Registration Statement continuously effective under the Securities Act during the Effectiveness Period.
Demand Right. At the request of any Purchaser, the Company shall pay Purchaser the outstanding principal amount of the Senior Secured Notes, together with all accrued and unpaid interest thereon, in cash or Common Stock, at the option of such Purchaser (in accordance with Section (b) below) on the earliest to occur (the “Demand Date”) of three (3) months following the Closing Date, or (ii) a merger or combination of the Company or the sale, transfer or other disposition of all or substantially all of the assets of the Company or (iii) the acquisition by a single entity, person or a “group” within the meaning of Rule 13d-1 of the Exchange Act, of more than fifty percent (50%) of the voting power or capital stock of the Company (on a fully-diluted basis), or (iv) the Company issues Common Stock or a security exercisable or convertible into Common Stock, the Company shall pay such Purchaser up to 50% of the net proceeds received by the Company form such sale, unless the Note has previously been converted.
Demand Right. Upon the written request (each hereinafter referred to as a "Demand Registration Notice") of one or more Investors holding no less than 20,000 (A) Units or (B) Registrable Shares, the Company shall file a Registration Statement on an appropriate form under the Securities Act for all of the Registrable Shares requested to be registered. The Company shall (subject to Section 1.6 hereof) file any Registration Statement required by this paragraph with the SEC within thirty (30) days of receipt of the requisite Investor request and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company shall (subject to Section 1.6 hereof) use its reasonable efforts to keep such Registration Statement effective until the date that is nine (9) months after the date of effectiveness of the Registration Statement (plus the number of days, if any, during which Investors were not permitted to make offers or sales under the Registration Statement by reason of Section 1.6). An Investor shall be entitled to make or join in a demand pursuant to this Section 1.2(a) one (1) time, provided that if no Registration Statement is declared effective with respect to a demand which an Investor has made or joined in that demand shall not be counted for purposes of this limit.
Demand Right. The Holders shall have a one-time right to demand registration of an offering under the Securities Act of not more than the Maximum Demand Amount and not less than the Minimum Demand Amount (the “Demand Right”). The Holders must exercise the Demand Right not later than 150 days following the initial closing of the Offering (the “Demand Expiration Date”) in accordance with the provisions of Section 2(b). Any registration demanded by exercise of the Demand Right (the “Demand Registration”) shall be made in accordance with the provisions of Section 2(b)(iii).
Demand Right. The Trust may make a written request for ------------ registration under the Securities Act of all or part of its Registrable Shares (a "Demand Registration"); provided, however, that (i) the Company shall not be obligated to effect more than one Demand Registration in any twelve month period, (ii) the number of Registrable Shares proposed to be sold by the Trust upon written request shall have an estimated market value at the time of such request (based upon the then market price of a Share) of at least $10,000,000 and (iii) the Trust shall be entitled to make a maximum of two Demand Registrations. The Company shall (subject to Section 1.6 hereof) file any registration statement required by this paragraph with the SEC within thirty (30) days of receipt of the requisite Trust request and shall use its reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable thereafter. The Company shall (subject to Section 1.6 hereof) use its reasonable efforts to keep each such registration statement filed hereunder continuously effective for a period of 90 days, unless such offering is an underwritten offering and the managing underwriter requires that the registration statement be kept effective for a longer period of time, in which event for such longer period up to 120 days (such period, in each case, to be extended by the number of days, if any, during which the Trust was not permitted to make offers or sales under such registration statement by reason of Section 1.
Demand Right. For a period of one (1) year commencing no later than ninety (90) days after the Closing, Licensor shall have the right to make one demand for Issuer to file a registration statement under the Securities Act of 1933 (the "Securities Act") on Form SB-2 (or such other form as is available to Issuer) (a "Registration Statement"), as amended covering the resale of no more than five hundred thousand (500,000) (the "Registrable Shares") of the Shares in the open market and shall maintain such Registration Statement as effective for a continuous period lasting until the earlier of (i) twelve (12) months from the date of effectiveness of such registration or (ii) such time as all the Registrable Shares desired to be registered by Licensor have been sold (the "Effectiveness Period").
Demand Right. In consideration of the Company filing the Shelf Registration Statement, the LLC agrees (a) not to exercise any of its demand registration rights granted pursuant to the Registration Rights Agreement until the later of (i) six months from the date of effectiveness of the Shelf Registration Statement or (ii) 30 days after the last share of Common Stock registered for the account of the LLC is sold pursuant to the Shelf Registration Statement, unless in either case, all of the members of the board of directors of the Company who do not then (by themselves or through an affiliate) have a financial interest in the LLC or otherwise have a financial interest in any payments that may be made by the Company or any successor to the Company approve the exercise of such a demand registration right, and (b) to reduce by two the number of demand registration rights available to it pursuant to the Registration Rights Agreement. Furthermore, the Company and the LLC hereby agree that neither the filing nor the effectiveness of the Shelf Registration Statement or any transaction consummated under the Shelf Registration Agreement constitutes a demand under Section 1.1 of the Registration Rights Agreement nor do such actions trigger any rights accorded to stockholders under Section 6.1 of the Amended and Restated Stockholders Agreement or Section 5.6(b)
Demand Right. (i) Commencing 90 days after the occurrence of an initial public offering (subject to any lock-up agreement under Section 2(f) that may be in effect), Holders who beneficially own at least 25% of the total outstanding Registrable Securities (assuming conversion of all New Preferred Stock) (the "Demanding Holders") shall have the ----------------- right to require the Company to register under the Securities Act all or a portion of such number of Registrable Securities as such Demanding Holders shall designate for sale in a written request to the Company (the "Demand ------- Registration"). The Company shall not be required to effect more than two Demand Registrations. ------------
(ii) The Company will not, without the written consent of a majority in interest of the Demanding Holders, include in any Demand Registration securities for sale for the account of any Person (including the Company) other than the Demanding Holders, except that the Company shall include securities held by other holders of securities of the Company from time to time having the contractual right to be so included (subject to the applicable provisions of this Agreement).
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