Limitations on Demand Rights. Any Demand by a Registration Party shall include a number of Registrable Securities that equals or is greater than the lesser of (i) 1.0% of the total Registrable Securities then outstanding and (ii) $20 million (such value shall be determined based on the value of such Registrable Securities on the date immediately preceding the date upon which the Demand has been received by the Company).
Limitations on Demand Rights. Notwithstanding any other provision set forth in this Section 3, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Company pursuant to an Underwritten Offering by the Company or (ii) on behalf of any Demand Holder or any other holder of demand registration rights with respect to the Common Stock. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to Section 3.2:
(a) if the Company has initiated three (3) such registrations pursuant to Section 3.2, provided that only the following registrations shall be counted: (1) registrations which have been declared or ordered effective and pursuant to which Registrable Securities have been sold and (2) registrations which have been withdrawn by the Holders (other than pursuant to the last sentence of Section 3.4) as to which the Holders have not elected to bear the Registration Expenses;
(b) if the Demand Holders request that the offering be underwritten in any manner other than a firm commitment basis by underwriters selected by the Company (subject to the consent of a majority of the Demand Holders, which consent will not be unreasonably withheld, conditioned or delayed, or, if the Company has not selected an underwriter within 30 days after its receipt of a Demand Request, by the underwriters selected by holders of a majority of the Registrable Securities to be included in such Registration Statement) or if the Demand Holders request that the offering not be underwritten; or
(c) if the Company and the Demand Holders are unable to obtain the commitment of the underwriter described in clause (b) above to firmly underwrite the offer.
Limitations on Demand Rights. The Founder Registration Parties shall be entitled to make two Demands in the aggregate under Section 2.1(a) and the Other Registration Parties shall be entitled to make two Demands in the aggregate under Section 2.1(a), subject, in each case, to Section 2.6(c). No registration effected pursuant to Section 2.2 or Section 2.3 and no Shelf Take-Down pursuant to Section 2.4 shall be counted as the making of a Demand for purposes of Section 2.1(a).
Limitations on Demand Rights. Any Demand by a Principal Stockholder shall include a number of Registrable Securities that equals or is greater than the lesser of (i) 1.0% of the total Registrable Securities then outstanding and (ii) $20 million (such value shall be determined based on the value of such Registrable Securities on the date immediately preceding the date upon which the Demand has been received by the Company). Wynnchurch shall have the right to make only two Demands for a Demand Registration and only beginning on the first anniversary of the closing of the IPO.
Limitations on Demand Rights. Each GA Registration Party shall be entitled to make five Demands under Section 5.1(a) (and is hereby deemed to have made one of its five Demands for the IPO) and each HF Registration Party shall be entitled to make four Demands under Section 5.1(a); provided, that the GA Registration Parties and the HF Registration Parties shall only be entitled to make a Demand pursuant to Section 5.1(a) if such Registration Party, together with all other Registration Parties delivering the Demand, are requesting the registration of Registrable Securities with an aggregate estimated market value of at least $100 million. No registration effected pursuant to Section 5.2, Section 5.3 or Section 5.4 shall be counted as a request for a Demand for purposes of Section 5.1(a) unless such request is for a Marketed Underwritten Shelf Take-Down pursuant to Section 5.4.
Limitations on Demand Rights. There shall be no limit to the number of occasions on which any Registration Party may make Demands, including with respect to requests for the filing of a Form S-3 Registration Statement; provided, that a Registration Party shall only be entitled to make a Demand pursuant to this Section 8.2 (i) (A) following the 2nd anniversary of the Original Effective Date (unless otherwise provided pursuant to Section 9.10), but subject to Section 8.2(d), or (B) 180 days following a Public Offering and (ii) in any case, if such Registration Party, together with all other Registration Parties delivering the Demand, are requesting the registration of Capital Stock with an aggregate estimated market value of at least $100 million.
Limitations on Demand Rights. The Xxxxx Registration Parties shall be entitled to make seven Demands under Section 2.1(a), the SL Registration Parties shall be entitled to make two Demands under Section 2.1(a) and the Temasek Registration Parties shall be entitled to make two Demands under Section 2.1(a), subject in each case to Section 2.6(c); provided, that any Xxxxx Registration Party, SL Registration Party or Temasek Registration Party shall only be entitled to make a Demand pursuant to Section 2.1(a) if such Registration Party is requesting the registration of Registrable Securities held by it and its Affiliates that are Registration Parties with an aggregate estimated market value of at least $50 million. No registration effected pursuant to Section 2.2 or Section 2.3 and no Shelf Take-Down pursuant to
Limitations on Demand Rights. The Xxxxx Registration Parties shall be entitled to make seven Demands under Section 2.1(a), the North Island Registration Parties shall be entitled to make four Demands under Section 2.1(a) and the Temasek Registration Parties shall be entitled to make three Demands under Section 2.1(a), subject in each case to Section 2.6(c); provided, that any Xxxxx Registration Party, North Island Registration Party or Temasek Registration Party shall only be entitled to make a Demand pursuant to Section 2.1(a) if such Registration Party is requesting the registration of Registrable Securities held by it and its Affiliates that are Registration Parties with an aggregate estimated market value of at least $50 million. No registration effected pursuant to Section 2.2 or Section 2.3 and no Shelf Take-Down pursuant to Section 2.4 shall be counted as the making of a Demand for purposes of Section 2.1(a); provided, that, subject to Section 2.6(c), a request for a Marketed Underwritten Shelf Take-Down (as defined below) pursuant to Section 2.4(b) shall count as one Demand. For the avoidance of doubt, a demand for shelf registration made together with a request for a Marketed Underwritten Shelf Take-Down shall together constitute a single Demand.
Limitations on Demand Rights. The Purchaser may only request two (2) Demand Registrations. A registration will not count as the permitted Demand Registration: (a) until it has become effective; and (b) unless the Purchaser is able to register and sell at least 75% of the Demand Registrable Securities requested to be included in such registration. After the Demand Registrable Securities have been registered, the Purchaser shall have no obligation to sell any or all of such securities. The Purchaser may not request the Demand Registration after the fifth anniversary (the "Fifth Anniversary") of the issuance of the Preferred Shares. However, if the Company fails to give notice of the expiration of the Demand Registration rights (the "Termination Notice") to the Purchaser, at least six months prior to the Fifth Anniversary, then the Purchaser may exercise the Demand Registration rights at any time up to six months after receiving the Termination Notice from the Company (whenever received).
Limitations on Demand Rights. The Holder may only request one (1) Demand Registration. A registration will not count as the permitted Demand Registration: (a) until it has become effective; and (b) unless the Holder is able to register and sell at least 55% of the Demand Registrable Securities requested to be included in such registration. After the Demand Registrable Securities have been registered, the Holder shall have no obligation to sell any or all of such securities. For a period of three (3) years from the date hereof, the Holder may not request a Demand Registration if, at the time of such request, none of the Company's equity securities are publicly traded. However, after the period ending three (3) years from the date hereof, the Holder may request a Demand Registration at any time, even if none of the Company's equity securities are then publicly traded.
