Demand Rights. Subject to the terms and conditions of this Agreement, upon written notice delivered by a Registration Party (a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities held (or to be held following the formation of Newco) by the Registration Parties, which Demand shall specify the number and type of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such Demand to all other Stockholders and other Persons who may have piggyback registration rights with respect to such Demand Registration and shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of (x) the Registrable Securities which the Company has been so requested to register by such Stockholders in the Demand, and (y) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Emdeon Inc.), Limited Liability Company Agreement (Emdeon Corp), Limited Liability Company Agreement (HLTH Corp)
Demand Rights. Subject to the terms and conditions of this AgreementAgreement (including Section 5.1(b)), upon written notice delivered by a GA Registration Party or HF Registration Party (a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (including a registration to be made on a delayed or continuous basis under Rule 415 under the Securities Act) of any or all of the Registrable Securities held (or to be held following the formation of Newco) by the such Registration PartiesParty, which Demand shall specify the number and type of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such Demand to all other Stockholders Registration Parties and other Persons who may have piggyback registration rights with respect to such Demand Registration and shall promptly file the appropriate registration statement and use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (xi) the Registrable Securities which the Company has been so requested to register by such Stockholders Registration Party in the Demand, and (yii) all other Registrable Securities which the Company has been requested to register by the holders Holders thereof (other than, with respect to the IPO only, the eRx Stockholders) by written request given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject to Section 5.1(f), all to the extent requisite required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered.
Appears in 3 contracts
Samples: Stockholders' Agreement (Emdeon Inc.), Stockholders' Agreement (Emdeon Inc.), Stockholders' Agreement (Emdeon Inc.)
Demand Rights. Subject At any time from and after 180 days following the consummation of an IPO, upon the written request to the terms and conditions of this Agreement, upon written notice delivered by a Registration Party Registrant (a “Demand”"Demand Notice") of the holder or holders of Registrable Securities holding at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all least 15% of the Registrable Securities held then outstanding (or to be held following the formation of Newco) by the Registration Parties"Requesting Holders"), which Demand shall specify the number and type of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such Demand to all other Stockholders and other Persons who may have piggyback registration rights with respect to such Demand Registration and shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of (x) the Registrable Securities which the Company has been so requested to register by such Stockholders in the Demand, and (y) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify specifying the intended method of disposition of such Registrable Securities), the Registrant shall effect the registration under the Securities Act of the portion of such holders' Registrable Securities specified in the Demand Notice for disposition in accordance with the intended method of disposition as specified in the Demand Notice. The Registrant shall promptly give written notice of any requested registration to the other holders of Registrable Securities and shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of:
(i) the Registrable Securities that the Registrant has been so requested to register by such Requesting Holder; and
(ii) such Registrable Securities owned by other holders that such holders request in writing to the Registrant, within 15 days after receipt of written notice from the Registrant, to be registered, all to the extent requisite to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered; provided that Registrable Securities registered pursuant to subsections (i) and (ii) of this Section 2.1(b) shall be registered on a pro rata basis according to such holders' ownership percentages of Registrable Securities. Any sale of Registrable Securities by the Registrant or any holders of Registrable Securities (other than Global) subsequent to an IPO shall only be effected pursuant to a firm commitment underwritten distribution, provided that such restriction shall terminate with respect to a particular holder of Registrable Securities at the time such holder shall own less than 15% of the Common Stock.
Appears in 1 contract
Samples: Registration Rights Agreement (Weatherford International Inc /New/)
Demand Rights. Subject to the terms and conditions of this AgreementAgreement (including Section 8.2(b)), upon written notice delivered by a Registration Party (a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (including a registration to be made on a delayed or continuous basis under Section 415 of the Securities Act) of any or all of the Registrable Securities held (or to be held following the formation of NewcoNewco or the reorganization of the Existing GA Member, as applicable) by the Registration PartiesParty, which Demand shall specify the number and type of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such Demand to all other Stockholders Registration Parties and other Persons who may have piggyback registration rights with respect to such Demand Registration and shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of (x) the Registrable Securities which the Company has been so requested to register by such Stockholders Registration Parties in the Demand, and (y) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered.
Appears in 1 contract
Samples: Merger Agreement (Emdeon Inc.)