Common use of Demand Withdrawal Clause in Contracts

Demand Withdrawal. The Sponsor and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.01(d) may withdraw all or any portion of its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement or in the case of an underwritten Public Offering, prior to the Registration Statement’s latest effective date with regard to the Demand Registration (as determined for purposes of Rule 430B(f)(2) under the Securities Act). The Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement in respect of the Registrable Securities of any other Holder that has requested inclusion in the Demand Registration pursuant to Section 2.01(d) so long as the Sponsor has requested and not withdrawn all of its Registrable Securities to be included in such Demand Registration; provided, however, if the Sponsor has requested for all of its Registrable Securities to be withdrawn from such Demand Registration, the Company shall immediately cease all efforts to secure effectiveness of the applicable Demand Registration Statement, even if one or more non-Sponsor Holders have requested for Registrable Securities to be included in such applicable Demand Request pursuant to Section 2.01(d).

Demand Withdrawal. The Sponsor and any other Any Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.01(dSections 2.02(a) or 2.02(b), may withdraw all or any portion of its Registrable Securities from a Demand Registration by providing written notice to the Company at any time least two (2) Business Days prior to the effectiveness of the applicable Demand Registration Statement or or, in the case of an underwritten Public Underwritten Offering, at least two (2) Business Days prior to the Registration Statement’s latest effective date with regard to the Demand Registration (as determined for purposes time of Rule 430B(f)(2) under the Securities Act)pricing of such Underwritten Offering. The Company shall continue all its reasonable best efforts to secure effectiveness of the applicable Demand Registration Statement in respect of the Registrable Securities of any other Holder that has requested inclusion in the Demand Registration Statement pursuant to Section 2.01(d2.02(a) or 2.02(b) so long as the Sponsor Initiating Holder has requested and not withdrawn all of its Registrable Securities to be included in such Demand RegistrationRegistration Statement; provided, however, if the Sponsor Initiating Holder has requested for all of its Registrable Securities to be withdrawn from such Demand RegistrationRegistration Statement, the Company shall immediately cease all efforts to secure effectiveness of the applicable Demand Registration Statement, even if one or more non-Sponsor other Holders have requested for Registrable Securities to be included in such applicable Demand Request pursuant to Section 2.01(d2.02(b) and such withdrawn Demand Registration Statement shall not count towards the limitation on Registration Statements set forth in Section 2.01(c).

Demand Withdrawal. The A Demanding Sponsor and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.01(d2.01(e) may withdraw all or any portion of its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement or in Statement. Upon receipt of a notice to such effect from the case Demanding Sponsor with respect to all of an underwritten Public Offeringits Registrable Securities, prior to the Registration Statement’s latest effective date with regard to the Demand Registration (as determined for purposes of Rule 430B(f)(2) under the Securities Act). The Company shall continue cease all efforts to secure effectiveness of the applicable Demand Registration Statement and such Registration nonetheless shall be deemed a Demand Registration with respect to such Demanding Sponsor for purposes of Section 2.01(b) unless (i) the withdrawing Demanding Sponsor shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in respect connection with the Registration of the such Demanding Sponsor’s withdrawn Registrable Securities (based on the number of any other Holder that has requested inclusion in securities the Demand Registration pursuant Demanding Sponsor sought to Section 2.01(d) so long register, as compared to the Sponsor has requested and not withdrawn all total number of its Registrable Securities to be securities included in on such Demand Registration; provided, however, if the Sponsor has requested for all of its Registrable Securities to be withdrawn from such Demand Registration, the Company shall immediately cease all efforts to secure effectiveness of the applicable Demand Registration Statement, even if one ) or more non-Sponsor Holders have requested for Registrable Securities (ii) the withdrawal is made following the occurrence of a Material Adverse Change or because the Registration would require the Company to be included in such applicable Demand Request pursuant to Section 2.01(d)make an Adverse Disclosure.

Demand Withdrawal. The Sponsor A Demanding Holder and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.01(d2.01(e) may withdraw all or any portion of its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement or in Statement. Upon receipt of a notice to such effect from the case Demanding Holder with respect to all of an underwritten Public Offeringits Registrable Securities, prior to the Registration Statement’s latest effective date with regard to the Demand Registration (as determined for purposes of Rule 430B(f)(2) under the Securities Act). The Company Partnership shall continue cease all efforts to secure effectiveness of the applicable Demand Registration Statement and such Registration nonetheless shall be deemed a Demand Registration with respect to such Demanding Holder for purposes of Section 2.01(b) unless (i) the withdrawing Demanding Holder shall have paid or reimbursed the Partnership for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Partnership in respect connection with the Registration of the such Demanding Holder’s withdrawn Registrable Securities (based on the number of any other securities the Demanding Holder that has requested inclusion in sought to register, as compared to the Demand Registration pursuant to Section 2.01(d) so long as the Sponsor has requested and not withdrawn all total number of its Registrable Securities to be securities included in on such Demand Registration; provided, however, if the Sponsor has requested for all of its Registrable Securities to be withdrawn from such Demand Registration, the Company shall immediately cease all efforts to secure effectiveness of the applicable Demand Registration Statement, even if one ) or more non-Sponsor Holders have requested for Registrable Securities (ii) the withdrawal is made following the occurrence of a Material Adverse Change or because the Registration would require the Partnership to be included in such applicable Demand Request pursuant to Section 2.01(d)make an Adverse Disclosure.

Demand Withdrawal. The A Demanding Sponsor and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.01(d2.01(e) may withdraw all or any portion of its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement or in Statement. Upon receipt of a notice to such effect from the case of an underwritten Public OfferingDemanding Sponsor, prior to the Registration Statement’s latest effective date with regard to the Demand Registration (as determined for purposes of Rule 430B(f)(2) under the Securities Act). The Company shall continue cease all efforts to secure effectiveness of the applicable Demand Registration Statement and such Registration nonetheless shall be deemed a Demand Registration with respect to the Demanding Sponsor for purposes of Section 2.01(b) unless (i) the withdrawing Demanding Sponsor shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in respect connection with the Registration of the such Demanding Sponsor’s withdrawn Registrable Securities (based on the number of any other Holder that has requested inclusion in securities the Demand Registration pursuant Demanding Sponsor sought to Section 2.01(d) so long register, as compared to the Sponsor has requested and not withdrawn all total number of its Registrable Securities to be securities included in on such Demand Registration; provided, however, if the Sponsor has requested for all of its Registrable Securities to be withdrawn from such Demand Registration, the Company shall immediately cease all efforts to secure effectiveness of the applicable Demand Registration Statement, even if one ) or more non-Sponsor Holders have requested for Registrable Securities (ii) the withdrawal is made following the occurrence of a Material Adverse Change or because the Registration would require the Company to be included in such applicable Demand Request pursuant to Section 2.01(d)make an Adverse Disclosure.

Demand Withdrawal. The Sponsor A Demanding Holder, and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.01(d6.1(e) or any Sponsor or MD Investor that has elected to participate in an IPO offering pursuant to Section 6.1(a) may withdraw all or any portion of its Registrable Securities included in a Demand Registration from a such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement Statement. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to all of the Registrable Securities included by such Demanding Holder(s) in such Demand Registration, the case of an underwritten Public Offering, prior to the Registration Statement’s latest effective date with regard to the Demand Registration (as determined for purposes of Rule 430B(f)(2) under the Securities Act). The Company Issuer shall continue cease all efforts to secure effectiveness of the applicable Demand Registration Statement in respect of the Registrable Securities of any other Holder that has requested inclusion in the and such Registration nonetheless shall be deemed a Demand Registration pursuant for purposes of Section 6.1(b) unless (i) the withdrawing Demanding Holder(s) shall have paid or reimbursed the Issuer for its or their pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Issuer in connection with the Registration (based on the number of securities the Demanding Holder(s) sought to Section 2.01(d) so long register, as compared to the Sponsor has requested and not withdrawn all total number of its Registrable Securities to be securities included in such Demand Registration; provided, however, if the Sponsor has requested for all of its Registrable Securities to be withdrawn from such Demand Registration, the Company shall immediately cease all efforts to secure effectiveness of the applicable Demand Registration Statement, even if one or more non-Sponsor Holders have requested for Registrable Securities to be included in such applicable Demand Request pursuant to Section 2.01(d).) or