Number of Demand Registrations; Expenses Sample Clauses

Number of Demand Registrations; Expenses. Subject to the provisions of Paragraph 4(b)(iii) hereof, the holders of Registerable Securities shall be entitled, in the aggregate, to one Demand Registration, the Registration Expenses (as defined in Section 4(e) hereof) of which, subject to the provisions of Section 4(e), shall be borne by the Company, but the Company shall not be responsible for the payment of any underwriter's discount, commission or selling concession in connection with any of the Registrable Securities. The Company shall not be deemed to have effected a Demand Registration unless and until such Demand Registration is declared effective.
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Number of Demand Registrations; Expenses. Subject to Sections 1.1 and 1.3 hereof, each of the Initial Investors shall be entitled to (i), from and after the one year anniversary of the date hereof, one Demand Registration and (ii), from and after the date on which such Initial Investor's Warrants become fully exercisable, one additional Demand Registration, with no more than one of such Demand Registrations being a Long-Form Registration; provided, however, that the Company need not effect any requested Demand Registration unless the expected proceeds of such registration exceed $20,000,000. The Company will pay all Registration Expenses in connection with any Demand Registration.
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Number of Demand Registrations; Expenses. Subject to the provisions of Section 6.1(b)(iii) hereof, the holders of Registerable Securities shall be entitled, in the aggregate, to one Demand Registration, the Registration Expenses (as defined in Section 6.1(e) hereof) of which, subject to the provisions of Section 6.1(e), shall be borne by Parent, but Parent shall not be responsible for the payment of any underwriter's discount, commission or selling concession in connection with any of the Registerable Securities. Parent shall not be deemed to have effected a Demand Registration unless and until such Demand Registration is declared effective.
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Number of Demand Registrations; Expenses. Subject to Section 1.3, the Company shall have no obligation to effect more than four Demand Registration Statements at the request of the Required NYCDF Investors, nor more than one Demand Registration Statement at the request of the Required Bug Investors . The Company will pay all Registration Expenses in connection with any Demand Registration, including any Demand Registration Statement that is not deemed to be effected pursuant to the provisions of Section 1.3 hereof.
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Number of Demand Registrations; Expenses. Subject to Sections 1.1 and 1.3 hereof, the Required Investors shall be entitled to an aggregate of three (3) Demand Registrations, with no more than one (1) of such Demand Registrations being a Long-Form Registration; provided, however, that the Company need not effect any requested Demand Registration unless the expected proceeds of such registration exceed $1,000,000. The Company will pay all Registration Expenses in connection with any Demand Registration, including any Registration Statement that is not deemed to be effected pursuant to the provisions of Section 1.3 hereof.
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Number of Demand Registrations; Expenses. (a) Subject to Section 1.3, the Company shall have no obligation to effect more than one (1) Long-Form Registration at the request of the Holders; provided, however, that in the event that the Company does not qualify for use of a Short-Form Registration after the filing of such Long-Form Registration, the Holders shall have the right to request that the Company effect one (1) additional Long-Form Registration in each 12 month period until the Company shall so qualify for use of a Short-Form Registration. In addition to the Long-Form Registrations, the Holders will each be entitled to request one (1) Short-Form Registration in any 12 month period.
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Number of Demand Registrations; Expenses. Subject to Sections 1.1 and 1.3 hereof, the Original Investors shall be entitled to three Demand Registrations. The Company will pay all Registration Expenses in connection with such Demand Registrations.
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Number of Demand Registrations; Expenses. The holders of a majority of the Xxxxxx Xxxxxx Registrable Securities will be entitled, in accordance with the provisions of this Agreement, to request an unlimited number of Demand Registrations with respect to the Registrable Securities held by such holders in which the Company will pay all Registration Expenses. Regardless of whether any Demand Registration becomes effective, the Company will pay all Registration Expenses incurred in connection with any registration initiated as a Demand Registration.
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Number of Demand Registrations; Expenses. Subject to Sections 2.1 and 2.3 hereof, Holdings shall be entitled to three (3) Long-Form Registrations and unlimited Short-Form Registrations. The Company will pay all Registration Expenses in connection with any Demand Registration, including any Registration Statement that is not deemed to be effected pursuant to the provisions of Section 2.3.
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Related to Number of Demand Registrations; Expenses

  • Number of Demand Registrations The Holder will be entitled to request one Demand Registration pursuant to which the Registrable Securities shall be registered and in which the Company will pay all Registration Expenses. A registration will not count as the Demand Registration (i) until it has become effective (unless such Demand Registration has not become effective due solely to the fault of the holder requesting such registration) and (ii) unless the holder of the Registrable Securities requested to be included in such registration (unless such holder is not so able to register such amount of the Registrable Securities due solely to the fault of such holder) are included; provided, however, that in any event the Company will pay all Registration Expenses in connection with any registration initiated as a Demand Registration subject to this Section 1.2.

  • Maximum Number of Demand Registrations The Company is obligated to effect only two (2) such registrations pursuant to this Section 2.2.

  • Expenses of Demand Registration The Company shall bear and pay all expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and expenses of one counsel for the selling Holders selected by them; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.2.

  • Effective Demand Registration The Company shall use its commercially reasonable efforts to cause any such Demand Registration to become and remain effective not later than sixty (60) days after it receives a request under Section 3(a) hereof. A registration shall not constitute a Demand Registration until it has become effective and remains continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold or (ii) 120 days; provided, however, that a registration shall not constitute a Demand Registration if (x) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holder.

  • Effective Period of Demand Registrations After any Demand Registration Statement filed pursuant to this Agreement has become effective, the Company shall use its reasonable best efforts to keep such Demand Registration Statement effective for a period equal to one hundred eighty (180) days from the date on which the Commission declares such Demand Registration Statement effective (or if such Demand Registration Statement is not effective during any period within such one hundred eighty (180) days, such 180-day period shall be extended by the number of days during such period when such Demand Registration Statement is not effective), or such shorter period that shall terminate when all of the Registrable Securities covered by such Demand Registration Statement have been sold pursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Securities that is subject to any Demand Registration pursuant to Section 2(d)(i) (a “Withdrawn Demand Registration”), the Demanding Holders of the Registrable Securities remaining unsold and originally covered by such Withdrawn Demand Registration shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2(b)) the Company shall use its reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred eighty (180) days from the effective date of such Demand Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement.

  • Postponement of Demand Registration The Company shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of sixty (60) days, the filing of a Registration Statement if the Company delivers to the Holders requesting registration a resolution of the Board that, in the good faith judgment of the Board, such registration and offering would reasonably be expected to materially adversely affect any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect the Company. Such Board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders receiving such resolution shall keep the information contained in such resolution confidential on the same terms set forth in Section 5(p). If the Company shall so postpone the filing of a Registration Statement, the Holder who made the Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20) days of the anticipated termination date of the postponement period, as provided in such resolution delivered to the Holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder is entitled pursuant to the terms herein.

  • Not Demand Registration Registration pursuant to this Section 2.4 shall not be deemed to be a demand registration as described in Section 2.3 above. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 2.4.

  • Demand Registrations (a) At any time after the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section

  • Demand Registration Rights At any time after the date two years after the Closing Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

  • Demand Registration At any time that the shelf registration statement required pursuant to Section 5.1 shall not be available for the resale of the Registrable Securities, including if for any reason the Company shall be ineligible to maintain or use a shelf registration statement, the Company shall, as promptly as reasonably practicable following the written request of a Requesting Stockholder for registration under the Securities Act of all or part of the Registrable Securities (a “Demand Request”), file a registration statement with the SEC (a “Demand Registration Statement”) with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such Demand Registration Statement to be declared effective under the Securities Act promptly after the filing thereof; provided that such Demand Registration Statement shall be filed on (a) Form S-3, if the Company is then S-3 Eligible, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by the Requesting Stockholder, if the Company is not then S-3 Eligible. Each Demand Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Demand Request as may be reasonably requested by the Company to ensure that the Demand Registration Statement complies with the requirements of the Securities Act.

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