Number of Demand Notices. In connection with the provisions of this Section 3, the Demand Registration Holder shall have two (2) Demand Notices, in each case with respect to Long-Form Registrations which they are permitted to deliver (or cause to be delivered) to the Corporation hereunder; provided, that the Demand Registration Holder shall not be permitted to deliver a Demand Notice with a proposed effective date that is a date on which the conversion of shares of Series A Preferred Stock held by the Demand Registration Holder would not be permitted pursuant to the terms of the Certificate of Designations; and provided, further, that the Corporation shall not be required to effect a Long Form Registration within six (6) months after the effective date of any other Long Form Registration of the Corporation. The Investors shall have an unlimited number of Demand Notices with respect to Short-Form Registrations which they are permitted to deliver (or cause to be delivered) to the Corporation hereunder. The Corporation shall not be required to effect a Demand Registration if, (x) in the event that the registration contemplated by the Demand Notice is an underwritten registration, the managing underwriter shall advise the Corporation that, or (y) in the event that such registration is not underwritten, the Board of Directors in good faith shall determine that, the aggregate offering price the aggregate offering price of the Registrable Securities to be sold in such offering is not reasonably expected to exceed $10,000,000.
Appears in 4 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement, Registration Rights Agreement (Laureate Education, Inc.)
