Demand Right. At or after the Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), make a written request (a “Demand Notice”) to the Company for Registration of all or part of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue pursuant to this Section 2.01(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. 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. 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 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. 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. 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. Subject to the provisions of Section 5.3, if the Company shall receive a written request from i2 that the Company file a registration statement under the Securities Act covering the registration of Shares pursuant to this Section 5.2(a), then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the "REQUEST NOTICE") to all Holders of Registrable Securities (as such terms are defined in that certain Amended and Restated Registration Rights Agreement, dated as of June 30, 2000, by and among the Company and certain investors in the Company's capital stock (the "PRIOR RIGHTS AGREEMENT")), and effect, as soon as practicable, by means of a Form S-3 registration statement if the Company is a registrant entitled to use such form, the registration under the Securities Act of all Shares and all Registrable Securities which have been requested to be registered and included in such registration by written notice given to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of Section 5.2(c); provided that the Shares requested by i2 to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than One Million Dollars ($1,000,000). The Company is obligated to effect only one such registration pursuant to this Section 5.2(a). Notwithstanding the foregoing, if the Company shall furnish to i2 a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of i2; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.
Demand Right. Subject to the terms and conditions set forth in this Agreement, at any time and from time to time during the Demand Period (as defined below), the Operating Partnership shall have the right in its sole discretion to exercise its Demand Right by providing a notice to the Holder requiring the Holder to deliver for cancellation all or any portion of the aggregate principal amount of the Exchange Notes (in integral multiples of $1,000, subject to the next sentence) for an equal dollar amount of Mortgage Loans (the “Demand Right”). Notwithstanding anything in this Agreement or the Loan Commitment Agreement to the contrary, the Operating Partnership may not exercise its Demand Right for (i) less than $20,000,000 aggregate principal amount of the Exchange Notes at any one time or (ii) more than $52,491,000 aggregate principal amount of the Exchange Notes after January 11, 2007. The “Demand Period” shall commence on the Closing Date and shall terminate on July 11, 2008. The Holder shall have the right to extend the Demand Period in its sole discretion upon notice to the Operating Partnership. Notwithstanding the foregoing, the Demand Right and the obligation of the Holder to make any Mortgage Loans shall immediately terminate and expire in the event that the Parent Corporation shall consummate any transaction, whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise, in connection with which the Parent Corporation is not the surviving entity, unless the Holder consents in advance to such transaction in writing, which consent may be withheld in the Holder’s sole discretion.