Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. At any time and from time to time after a Qualified Public Offering, (x) Riverwood so long as any XX Xxxxxx holds Registrable Securities, and thereafter, (y) Holders of a majority-in-interest of the Registrable Securities (determined on a fully diluted basis) held by all Holders (the “Majority-In-Interest”) (the persons in clauses (x) and (y) are referred to herein as the “Demand Holders”) may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) and plan of distribution thereof. The Company shall promptly notify all other Holders of Registrable Securities of such demand, and each such holder that wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder including Registrable Securities in such registration, a “Selling Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the Holder of the notice from the Company. Upon any such request, the Selling Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.8 and the provisos set forth in the first sentence of Section 2.2.

Appears in 2 contracts

Samples: Registration Rights Agreement (Lighting Science Group Corp), Registration Rights Agreement (RW LSG Holdings LLC)

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Request for Demand Registration. At any time and from time to time on or after the date that Parent consummates a Qualified Public OfferingBusiness Combination, (x) Riverwood so long as any XX Xxxxxx holds Registrable Securities, and thereafter, (y) Holders of a majority-in-interest of the with respect to Registrable Securities (determined on a fully diluted basis) held by all Holders (the “MajorityPre-In-Interest”) (the persons in clauses (x) and (y) are referred to herein as the “Demand Holders”) IPO Investors, may make a written demand demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) and plan of distribution thereof. The Company Parent shall promptly notify all other Holders holders of Registrable Securities of such the demand, and each such holder that of Registrable Securities who wishes to include all or a portion of such Holderholder’s Registrable Securities in the Demand Registration (each such Holder holder including shares of Registrable Securities in such registration, a “Selling Demanding Holder”) shall so notify the Company Parent within fifteen (15) days after the receipt by the Holder holder of the notice from the CompanyParent. Upon any such request, the Selling Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.8 2.1.4 and the provisos set forth in the first sentence Section 3.1.1. Parent shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.22.1.1 in respect of all Registrable Securities.

Appears in 2 contracts

Samples: Registration and Stockholder Rights Agreement (ECD Automotive Design, Inc.), Registration and Stockholder Rights Agreement (EF Hutton Acquisition Corp I)

Request for Demand Registration. At any time and from time to time on or after a Qualified Public Offeringthree months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Suneva Investors, (x) Riverwood so long as any XX Xxxxxx holds Registrable Securities, and thereafter, (y) Holders the holders of a majority-in-interest of the such Registrable Securities (determined on a fully diluted basis) held by all Holders (the “MajorityPre-In-Interest”) (BC Investors, on the persons in clauses (x) and (y) are referred to herein one hand, or the Suneva Investors, on the other hand, as the “Demand Holders”) case may be, or the transferees of such Investors, may make a written demand demand, on no more than one occasion for each of the Pre-BC Investors and the Suneva Investors, for registration under the Securities Act of all or part of their Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) and plan of distribution thereof. The Company shall promptly will notify all other Holders holders of Registrable Securities of such the demand, and each such holder that of Registrable Securities who wishes to include all or a portion of such Holderholder’s Registrable Securities in the Demand Registration (each such Holder holder including shares of Registrable Securities in such registration, a “Selling Demanding Holder”) shall so notify the Company within fifteen five (155) days after the receipt by the Holder holder of the notice from the Company. Upon any such request, the Selling Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.8 2.1.4 and the provisos set forth in the first sentence Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.22.1.1 in respect of all Registrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Viveon Health Acquisition Corp.), Merger Agreement (Viveon Health Acquisition Corp.)

Request for Demand Registration. At 3.1.1.1. Subject to the limitations contained in the following paragraphs of this Section 3.1.1., the Holders of not less than thirty-five percent (35%) of Registrable Securities at any time outstanding may at any time and from time to time after a Qualified Public Offeringgive to the Company, (x) Riverwood so long as any XX Xxxxxx holds Registrable Securitiespursuant to this paragraph 3.1.1.1., and thereafter, (y) Holders of a majority-in-interest of the Registrable Securities (determined on a fully diluted basis) held by all Holders (the “Majority-In-Interest”) (the persons in clauses (x) and (y) are referred to herein as the “Demand Holders”) may make a written demand request for the registration by the Company under the Securities Act of all or any part of their the Registrable Securities of such Holders (such registration being herein called a Demand Registration). Any demand Within ten (10) days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Holders of Registrable Securities. 3.1.1.2. Subject to the limitations contained in the following paragraphs of this Section 3.1.1., after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall receive from Holders of Registrable Securities, within thirty (30) days after the date on which the Company shall have given to all Holders a written notice of registration request pursuant to paragraph 3.1.1.1. hereof, the written requests of such Holders for inclusion in such Demand Registration, and (B) the Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities pursuant to this paragraph 3.1.1.2. will specify the number of shares of Registrable Securities proposed to be sold registered and will also specify the intended method(s) and plan method of distribution disposition thereof. The Company shall promptly notify all other Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by Holders of a Majority of Registrable Securities of such demand, and each such holder that wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder including Registrable Securities be included in such registration, a “Selling Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the Holder of the notice from the Company. Upon any such request, the Selling Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.8 and the provisos set forth in the first sentence of Section 2.2. 3.1.2.

Appears in 1 contract

Samples: Stock Rights Agreement (Green Mountain Coffee Inc)

Request for Demand Registration. At any time and from time to time on or after (i) the date that the Purchaser consummates a Qualified Public OfferingBusiness Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (xor underlying Ordinary Shares) Riverwood so long as any XX Xxxxxx holds and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, and thereafter, (y) Holders the holders of a majority-in-interest of the Registrable Securities (determined on a fully diluted basis) Securities, as the case may be, held by all Holders (the “Majority-In-Interest”) (Investors, officers or directors of the persons in clauses (x) and (y) are referred to herein as Purchaser or their affiliates, or the “Demand Holders”) transferees of the Investors, may make a written demand demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) and plan of distribution thereof. The Company shall promptly notify Purchaser will notify, in writing, all other Holders holders of Registrable Securities of the demand, with ten (10) days of the Purchaser’s receipt of such demand, and each such holder that of Registrable Securities who wishes to include all or a portion of such Holderholder’s Registrable Securities in the Demand Registration (each such Holder holder including shares of Registrable Securities in such registration, a “Selling Demanding Holder”) shall so notify the Company Purchaser within fifteen (15) days after the receipt by the Holder holder of the notice from the CompanyPurchaser. Upon any such request, the Selling Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.8 2.1.4 and the provisos provisions set forth in the first sentence Section 3.1.1. The Purchaser shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.22.1.1 in respect of all Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Nova Vision Acquisition Corp)

Request for Demand Registration. At any time and from time Subject to time after a Qualified Public OfferingSections 2(b), (x) Riverwood so long as any XX Xxxxxx holds Registrable Securities, and thereafter, (y) Holders of a majority-in-interest of the Registrable Securities (determined on a fully diluted basis) held by all Holders (the “Majority-In-Interest”) (the persons in clauses (x2(d) and (y2(e) are referred to herein as the “Demand Holders”) may below, at any time, if one or more Holders shall make a written demand for request to the Company (the "Demanding Holders"), the Company shall cause there to be filed with the Commission a registration under statement meeting the requirements of the Securities Act of (a "Demand Registration"), and each Demanding Holder shall be entitled to have included therein (subject to, as applicable, Section 10 hereof) all or part such number of their such Demanding Holder's Registrable Securities (a “Demand Registration”)as the Demanding Holder shall report in writing. Any demand for a Demand Registration request made pursuant to this Section 2(a) shall be addressed to the attention of the secretary of the Company, and shall specify the number of shares of Registrable Securities proposed to be sold and registered, the intended method(smethods of disposition thereof and that the request is for a Demand Registration pursuant to this Section 2(a). Whenever the Company shall have received a demand pursuant to Section 2(a) and plan to effect the Demand Registration of distribution thereof. The any Registrable Securities, the Company shall promptly notify give written notice of such proposed registration to all other Holders of Registrable Securities the Securities, if any. Any such Holder may, within 20 days after receipt of such demandnotice, and each such holder request in writing that wishes to include all or a portion of such Holder’s 's Registrable Securities in the Demand Registration (each Securities, or any portion thereof designated by such Holder including Registrable Securities in such registrationHolder, a “Selling Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the Holder of the notice from the Company. Upon any such request, the Selling Demanding Holders shall be entitled to have their Registrable Securities included in the registration and such request shall not be considered one of the Demand Registration, subject Registrations under Section 2(a) hereof to Section 2.8 and the provisos set forth in the first sentence of Section 2.2which such Holder is entitled.

Appears in 1 contract

Samples: Registration Rights Agreement (Capital Trust)

Request for Demand Registration. At any time and commencing ------------------------------- six (6) months from time to time after a Qualified Public Offeringthe Closing, (x) Riverwood so long as any XX Xxxxxx holds Registrable Securities, and thereafter, (y) the Holders of a majority-in-interest majority of the outstanding Registrable Securities (determined on a fully diluted basis) held by all Holders (the “Majority-In-Interest”) (the persons in clauses (x) and (y) are referred to herein as the “Demand Holders”) may make a written demand request for registration (such Holders making such request being deemed to be "Initiating Holders") of Registrable Securities under the Securities Act 1933 Act, and under the securities or blue sky laws of all any jurisdiction reasonably designated by such Holder or part of their Registrable Securities Holders (a "Demand Registration"); provided, the Company will not be required to effect more than one (1) Demand Registration at the request of the Holders pursuant to this Section 5.3. Any demand Such request for a Demand Registration shall specify the number amount of shares of the Registrable Securities proposed to be sold sold, the intended method of disposition thereof and the intended method(s) and plan of distribution thereofjurisdictions in which registration is desired. The Upon a request for a Demand Registration, the Company shall promptly notify all other Holders take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities of such demand, and each such holder that wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder including Registrable Securities in such registration, a “Selling Demanding Holder”) shall so notify the Company within fifteen (15) be registered. Within 15 days after the receipt by the Holder of the notice from the Company. Upon any such request, the Selling Demanding Company shall give written notice thereof to all other Holders shall be entitled to have their holding Registrable Securities included (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Holder with respect to which the Demand RegistrationCompany has received written requests for inclusion therein within 15 days of the receipt by such Holder of such written notice. Each such request shall specify the number of Registrable Securities to be registered, subject to Section 2.8 the intended method of disposition thereof and the provisos set forth jurisdictions in the first sentence of Section 2.2which registration is desired.

Appears in 1 contract

Samples: Securities Purchase Agreement (G P Properties Inc)

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Request for Demand Registration. At any time and from time to time on or after (i) the date that the Parent consummates a Qualified Public OfferingBusiness Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (xor underlying Ordinary Shares) Riverwood so long as any XX Xxxxxx holds and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, and thereafter, (y) Holders the holders of a majority-in-interest of the Registrable Securities (determined on a fully diluted basis) Securities, as the case may be, held by all Holders (the “Majority-In-Interest”) (Investors, officers or directors of the persons in clauses (x) and (y) are referred to herein as Parent or their affiliates, or the “Demand Holders”) transferees of the Investors, may make a written demand demand, on no more than two occasions, for registration under the Securities Act of all or part of their Registrable Securities Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) and plan of distribution thereof. The Company shall promptly notify Purchaser will notify, in writing, all other Holders holders of Registrable Securities of the demand, with ten (10) days of the Purchaser’s receipt of such demand, and each such holder that of Registrable Securities who wishes to include all or a portion of such Holderholder’s Registrable Securities in the Demand Registration (each such Holder holder including shares of Registrable Securities in such registration, a “Selling Demanding Holder”) shall so notify the Company Purchaser within fifteen (15) days after the receipt by the Holder holder of the notice from the CompanyPurchaser. Upon any such request, the Selling Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.8 2.1.4 and the provisos provisions set forth in the first sentence Section 3.1.1. The Purchaser shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.22.1.1 in respect of all Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (HHG Capital Corp)

Request for Demand Registration. At any time and commencing six ------------------------------- (6) months from time to time after a Qualified Public Offeringthe Closing, (x) Riverwood so long as any XX Xxxxxx holds Registrable Securities, and thereafter, (y) the Holders of a majority-in-interest of the Registrable Securities (determined on a fully diluted basis) held by all Holders (the “Majority-In-Interest”) (the persons in clauses (x) and (y) are referred to herein as the “Demand Holders”) may make a written demand request for registration (such Holders making such request being deemed to be "Initiating Holders") of Registrable Securities under the Securities Act 1933 Act, and under the securities or blue sky laws of all any jurisdiction reasonably designated by such Holder or part of their Registrable Securities Holders (a "Demand Registration"); provided, the Company will not be required to effect more than five (5) Demand Registrations at the request of the Holders pursuant to this Section 7.3. Any demand Such request for a Demand Registration shall specify the number amount of shares of the Registrable Securities proposed to be sold sold, the intended method of disposition thereof and the intended method(s) and plan of distribution thereofjurisdictions in which registration is desired. The Upon a request for a Demand Registration, the Company shall promptly notify all other Holders take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities of such demand, and each such holder that wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder including Registrable Securities in such registration, a “Selling Demanding Holder”) shall so notify the Company within fifteen (15) be registered. Within 15 days after the receipt by the Holder of the notice from the Company. Upon any such request, the Selling Demanding Company shall give written notice thereof to all other Holders shall be entitled to have their holding Registrable Securities included (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Holder with respect to which the Demand RegistrationCompany has received written requests for inclusion therein within 15 days of the receipt by such Holder of such written notice. Each such request shall specify the number of Registrable Securities to be registered, subject to Section 2.8 the intended method of disposition thereof and the provisos set forth jurisdictions in the first sentence of Section 2.2which registration is desired.

Appears in 1 contract

Samples: Securities Purchase Agreement (Global Diamond Resources Inc)

Request for Demand Registration. At any time and from time to time after a Qualified Public Offering, (x) Riverwood so long as any XX Xxxxxx holds Registrable Securities, and thereafter, (y) Holders of a majority-in-interest of the Registrable Securities (determined on a fully diluted basis) held by all Holders Insurance Partners Stockholders (the “Majority-In-Interest”"Initiating Holders") (shall be entitled to request in writing that the persons in clauses (x) and (y) are referred Company use its best efforts to herein as effect the “Demand Holders”) may make a written demand for registration under the Securities Act Act, and under the securities or "blue sky" laws of any jurisdiction designated by such Initiating Holders, of all or part of their such Initiating Holders' Registrable Securities in accordance with this Section 3 (a "Demand Registration"). Any demand such request for a Demand Registration shall specify the number of shares amount of Registrable Securities proposed to be sold and the intended method(s) and plan method of distribution disposition thereof. The Company shall promptly notify all other Holders of Registrable Securities of such demandUpon receiving a request for a Demand Registration, and each such holder that wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder including Registrable Securities in such registration, a “Selling Demanding Holder”) shall so notify the Company within fifteen (15) will promptly, but in no event more than 10 days after the receipt by the Holder of the notice from the Company. Upon any such request, the Selling Demanding Initiating Holders shall be entitled to have their Registrable Securities included in the of a request for a Demand Registration, subject give written notice of such Demand Registration to (i) all of the Insurance Partners Stockholders (other than the Initiating Holders), (ii) all holders of (x) the 1992 Common Stock Purchase Warrants, (y) the CentreLine Warrant and (z) the 1998 Common Stock Purchase Warrants, and (iii) in the event that any Insurance Partners Stockholder distributed Registrable Securities to its partners or members, all such partners and members (the "Other Rightholders"), and thereupon will, as provided in Section 2.8 6, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested by the Initiating Holders to register and (ii) all other shares of Common Stock which the Company has been requested in writing to register by such Insurance Partners Stockholders and Other Rightholders (which requests shall specify the number of shares of Common Stock proposed to be sold and the provisos set forth in intended method of disposition thereof and shall be given to the first sentence Company within 30 days after the giving of Section 2.2such written notice of the Demand Registration by the Company).

Appears in 1 contract

Samples: Stock Purchase Agreement (Superior National Insurance Group Inc)

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