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. (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.
(b) If at any time after the date hereof the Company is eligible to file a Registration Statement on Form S-3 under the 1933 Act, upon written request of any Rights Holder, the Company shall use its best efforts to prepare and file such Registration Statement with the Securities and Exchange Commission (the "Commission"), registering all or part of the Registrable Securities, at such Rights Holder's expense; provided, that in each such registration the price of the Registrable Securities being offered, without regard to any discounts or commissions, shall be at least $1,000,000.
Registration Upon Demand. (i) For a period of [three years] after August 1, 2003, one or more Holders that in the aggregate beneficially own at least 50% of the Registrable Securities may make a demand that the Company effect the registration of all or part of such Holders' Registrable Securities (a "Demand Registration"). 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 all other Holders of the making of such demand and shall use its best efforts to register under the Act as expeditiously as may be practicable the Registrable Securities that 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 Registrable Securities that the Company shall have been requested to register shall, in the aggregate, have a current market value of less than $5,000,000. The Holders shall have the right to one Demand Registration pursuant to this Section 2.1(a)(i). Notwithstanding Section 2.1(a)(ii), if any registration demand is made by Holders beneficially owning 50% or more of the Registrable Securities, and no Demand Registration has been made prior to such time, then such registration demand shall be treated for purposes of this Agreement as a Demand Registration, regardless of the registration form used (including Form S-3).
(ii) Notwithstanding Section 2.1(a)(i) hereof, and in addition to the rights granted under Section 2.1(a)(i) hereof, at any time after the Company becomes eligible to register its securities on Form S-3 (or any successor form), 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, and in any event no later than 15 days after such receipt, notify all other Holders of the making of such demand and shall use its best 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 Registrable Securities that the Company shall have been requested to reg...
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. At any time during the term of this Agreement if the Company is eligible to effect the Registration of its Common Stock on Form S-3 for a secondary offering, any Holder or group of Holders may deliver a written request that Registrable Securities having an aggregate sales price to the public of at least $1,000,000 be registered pursuant to the terms of this Agreement (a "Registration Request"). Within 31 days after a Registration Request, the Company shall use its best efforts to 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.
Registration Upon Demand. (a) At any time after six (6) months from the date of this Agreement, the Holders of a majority in interest of the Registrable Securities held by all Holders then outstanding may at any time make a written demand of the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of their Registrable Securities (a "Demand Registration"); provided, however, that the Company need only effect one Demand Registration. Such request shall specify the aggregate number of the Registrable Securities proposed to be sold and shall also specify the intended method of disposition thereof. Within ten (10) days after
Registration Upon Demand. (a) At any time after the date of acquisition of the Shares pursuant to the Put/Call Agreement, the Holders of a majority in interest of the Registrable Securities held by all Holders then outstanding may at any time make a written demand of the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of their Registrable Securities (a "Demand Registration"); provided, however, that,
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. Piggy-back" Registrations. If, at any time after the date hereof, the Company proposes to register any securities under the 1933 Act in connection with any offering of its securities, whether or not for its own account, the Company shall furnish prompt written notice to each Rights Holder of the Company's intention to effect such registration and the intended method of distribution in connection therewith. Upon the written request of a Rights Holder, made to the Company within 30 days after the receipt of such notice, the Company shall include in such registration the requested number of such Rights Holder's Registrable Securities (a "Piggy-back Registration").
