Registration Upon Demand. At any time after the date hereof and for so long as there are any Registrable Shares, upon the written request of the Lead Holder acting on behalf of Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand Request”), the Issuer shall prepare a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer). The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Request, (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares in a Demand Registration Statement if such Holder included in any Section 2.10 Re...
Registration Upon Demand. At any time on or after the first anniversary of the Closing Date, one or more holders that in the aggregate beneficially own at least 20% of the Registrable Securities may make a demand that the Company effect the registration of all or part of such Holders' Registrable Securities (an "S-3 Demand Registration"). Upon receipt of a valid request for an S-3 Demand Registration, the Company shall promptly, in and any event no later than 15 days after such receipt, notify all other Holders of the making of such demand and shall use its reasonable efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1. Notwithstanding the foregoing, the Company shall not be required to effect any registration if the number of Registrable Securities that the Company shall have been requested to register shall, in the aggregate, be less than 10% of the number of shares of Class B Common Stock purchased by the Investor on the Closing Date. The Holders shall have the right to two (2) S-3 Demand Registrations pursuant to this Section 2.1(a).
Registration Upon Demand. 2.1 At any time during the term of this Agreement, the Holder of a majority of the Registrable Securities then outstanding may deliver to the Company one, and only one, written request that all, or a portion, of the Registrable Securities be registered (in an underwritten public offering or otherwise) pursuant to the terms of this Agreement (a "Demand Registration Request").
Registration Upon Demand. (a) At any time after the date hereof, one or more Holders that in the aggregate beneficially own at least 20% of the Registrable Securities then outstanding may make a demand that the Company effect the registration of all or part of such Holders’ Registrable Securities (a “Demand Registration”), which Demand Registration may include, at the option of such Holder(s), a registration for an offering of Registrable Securities to be made on a continuous or delayed basis pursuant to Rule 415. Upon receipt of a valid request for a Demand Registration, the Company shall promptly, and in any event no later than 15 days after such receipt, notify each other Holder of the making of such demand, and each such other Holder shall have 5 business days after receipt of such notice to notify the Company as to whether it wishes to participate in such Demand Registration (and such notice shall not be deemed a request for a Demand Registration), and the Company shall use its reasonable efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1. Notwithstanding the foregoing, the Company shall only be required to effect a registration if the number of Registrable Securities that the Company shall have been requested to register shall, in the aggregate, (i) represent at least 20% of the Initial Number or (ii) represent all of the Registrable Securities then held by all Holders. The Holders shall together have the right to two (2) Demand Registrations pursuant to this Section 2.1(a); provided, however, that a Demand Registration shall not be deemed to have occurred if a registration has not been effected in accordance with Section 2.1(b) below or if more than 25% of the Registrable Securities sought to be included by Holders in a Demand Registration are excluded from such registration pursuant to Section 2.6 below.
Registration Upon Demand. If the Company shall receive from (i) holders of a majority of the Registrable Securities held by the Purchasers (the "INITIATING PURCHASERS") or (ii) holders of a majority of the Registrable Securities held by the Preference Holders (the "INITIATING PREFERENCE HOLDERS") a written request (a "REQUEST FOR REGISTRATION") that the Company effect a registration under the Securities Act of Registrable Securities held by the Purchasers, in the case of a request by the Initiating Purchasers, or held by the Preference Holders, in the case of a request by the Initiating Preference Holders, the Company shall:
Registration Upon Demand. (a) At any time after the date hereof, upon the written request of the holders of fifty (50%) percent or more of the Registrable Securities to which rights hereunder have been assigned in accordance herewith (also "Rights Holders"), requesting that the Company effect the registration under the 1933 Act of all or part of the Registrable Securities, which request shall specify the intended method of distribution thereof, the Company shall use its best efforts to so register (a "Demand Registration"), as expeditiously as may be practicable, the Registrable Securities that such holders have requested the Company to register; provided, however, that the Rights Holders shall have the right to make only two Demand Registrations; and provided further that at least 180 days shall have elapsed after the effective date of the first Demand Registration before any Rights Holders may request the second Demand Registration hereunder or under any other registration rights agreement relating to securities of the Company to which the Rights Holders are parties.
Registration Upon Demand. If at any time during the term of this Agreement the Company is eligible to effect the Registration of its Common Stock on Form S-3 for a secondary offering, the Holder may deliver one, and only one, written request that all, or a portion, of the Registrable Securities be registered pursuant to the terms of this Agreement (a "Registration Request"). Within 31 days after a Registration Request, the Company shall prepare and file a Registration Statement to effect the Registration of all Registrable Securities which the Company has been requested to register pursuant to the Registration Request to the extent requisite to permit the public disposition of such Registrable Securities. The Company shall use its best efforts to cause the Registration Statement that is the subject of this Section 2 (the "S-3 Registration Statement") to be declared effective by the SEC upon the earlier to occur of (a) 120 days after the date of the Registration Request, (ii) 90 days following the filing of the S-3 Registration Statement, or (iii) ten business days after receipt of a "no review" or similar letter from the SEC. As a result, should the S-3 Registration Statement not relate to the entire number of Registrable Securities requested by the Holder in the Registration Request, the Company shall be required to promptly file a separate Registration Statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities that then remain unregistered. The provisions of this Agreement shall relate to such separate Registration Statement as if it were an amendment to the S-3 Registration Statement.
Registration Upon Demand. (a) At any time after the earlier of (i) six months from the date of this Agreement, or (ii) nine months from the date of closing of the Bridge Offering, the Agent on behalf of the Holders
Registration Upon Demand. If at any time after the earlier of the third anniversary of the date hereof and the consummation by the Company of its initial public offering of Ordinary Shares pursuant to a registration under the Securities Act, the Company shall receive from one or more Purchasers (the "INITIATING PURCHASERS") a written request that the Company effect the registration under the Securities Act of Registrable Securities held by or issuable to such Purchasers (a "REQUEST FOR REGISTRATION"), the Company will:
Registration Upon Demand. (a) At any time prior to the Expiration Date and after six months from the date that the first registration statement filed by the Company under the Securities Act with respect to the Common Stock becomes effective, upon the written request of Eligible Holders representing not less that 50% of the total numbers of shares of Common Stock issued or issuable upon conversion of the Preferred Stock that are held by Eligible Holders ("Requesting Holders") requesting that the Company effect the registration under the Securities Act of its Registrable Securities (which request shall specify the intended method of distribution thereof), the Company shall use its best efforts to register under the Securities Act (a "Demand Registration"), as expeditiously as may be practicable, the Registrable Securities that the Company has been requested to register; provided, however, that Eligible Holders shall entitled to request (i) more than two (2) Demand Registrations or (ii) any Demand Registration within the twelve-month period immediately following the date of any previous request for a Demand Registration hereunder.
