Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2, any Stockholders who collectively hold 20% or more of all Registrable Securities may at any time and from time to time pursuant to this subparagraph (i), make a written request for the registration by the Company under the Securities Act of all or any part of the Registrable Securities of such Holders (such registration being herein called a "Demand Registration"). 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. (ii) Subject to the limitations contained in the following paragraphs of this Section 2, 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 Section 2(a)(i) 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 subparagraph (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereof.
Appears in 1 contract
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2, any Stockholders who collectively hold 20% or more Holder of all the Investor Registrable Securities may may, at any time and from time to time give to the Company, pursuant to this subparagraph (i), make a written request for the registration by the Company under the Securities Act of all or any part of the Investor Registrable Securities of such Holders Holder (such registration being herein called a "Demand Registration"). 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.
(ii) Subject to the limitations contained in the following paragraphs of this Section 2, 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 Section 2(a)(i) 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 subparagraph (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Community Distributors Inc)
Request for Demand Registration. (i) Subject to the provisions of Section 2(c) of this Agreement, the registration rights of the Existing Holders set forth in the Stockholders' Agreement and the limitations on transfer contained in Section 5.4 of the following paragraphs Stock Purchase Agreement, at any time after the Lock Up, the Licensors will have the right to require the Company to register for offer and sale under the Securities Act all or a portion, [* *], of the Registrable Shares then outstanding. To exercise this right, the Licensors must provide the Company with a joint written request specifying the number of the Registrable Shares that they want the Company to register and the Licensors' intended method(s) of distribution. If desired, the Licensors will be entitled to select one or more nationally recognized investment banks to serve as Underwriters for an Underwritten Offering made pursuant to this Section 2, any Stockholders who collectively hold 20% subject to the approval of the Company, which approval will not be unreasonably withheld or more of all Registrable Securities delayed. The Licensors acknowledge that the Company may at any time and from time to time include in a Registration Statement filed pursuant to this subparagraph (i)Section 2 shares of 3DP Common Stock for resale by other holders of 3DP Common Stock, make a written request including the Existing Holders, or for the registration account of the Company; provided, however, that if the shares of 3DP Common Stock included by the Company under and the Securities Act of all or any part Existing Holders constitute at least a majority of the Registrable Securities shares of such Holders (such registration being herein called 3DP Common Stock included on a "Demand Registration"). 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 Registration Statement filed pursuant to all Holders of Registrable Securities.
(ii) Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration, (A) the Company Registration Statement will be obligated and required deemed 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 be filed pursuant to Section 2(a)(i) hereof, the written requests 3 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 subparagraph (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereofAgreement.
Appears in 1 contract
Samples: License Agreement (3 Dimensional Pharmaceuticals Inc)
Request for Demand Registration. At any time commencing ------------------------------- six (i6) Subject to months from the limitations contained in Closing, the following paragraphs Holders of this Section 2, any Stockholders who collectively hold 20% or more a majority of all the outstanding Registrable Securities may at any time and from time to time pursuant to this subparagraph (i), make a written request for the registration by the Company (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 any part of the Registrable Securities of such Holders (such registration being herein called a "Demand Registration"). Within ten (10) days after the receipt by the Company of any such written request; provided, the Company will give written notice not be required to effect more than one (1) Demand Registration at the request of such registration request the Holders pursuant to all Holders of Registrable Securities.
(ii) Subject to the limitations contained in the following paragraphs of this Section 25.3. Such request for a Demand Registration shall specify the amount of the Registrable Securities proposed to be sold, after the receipt intended method of such written disposition thereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, (A) the Company will shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be obligated registered. Within 15 days after the receipt of such request, the Company shall give written notice thereof to all other Holders holding Registrable Securities (the "Non-Initiating Holders") and required to include in such Demand Registration registration all Registrable Securities held by a Holder 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 Section 2(a)(i) hereof, the has received written requests for inclusion therein within 15 days of the receipt by such Holder of such Holders for inclusion in written notice. Each 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 subparagraph (ii) will request shall specify the number of shares of Registrable Securities to be registered and will also specify registered, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired.
Appears in 1 contract
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2, any Stockholders who collectively hold 20% or more the Holders of all the Investor Registrable Securities may may, at any time and from time to time give to the Company, pursuant to this subparagraph (i), make a written request for the registration by the Company under the Securities Act of all or any part of the Investor Registrable Securities of such Holders (such registration being herein called a "Demand RegistrationDEMAND REGISTRATION"). 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.
(ii) Subject to the limitations contained in the following paragraphs of this Section 2, 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 Section 2(a)(i) 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 subparagraph (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereof.
Appears in 1 contract
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2, any Stockholders who collectively hold 20% or more of all Registrable Securities may at any time and from time after the 180th day following the completion of the Offering, Subscribers holding at least 25% of the Registrable Securities then held by all of the Subscribers shall have the right to time pursuant to this subparagraph (i), make a written request for in writing that the Company effect the registration by the Company under the Securities Act of all or any part of such Subscribers' Registrable Securities; provided, that if the managing underwriters of the first underwritten primary offering of equity securities of the Company so requests, Subscribers shall not be entitled to make such a request until the earlier of the 181st day following the effectiveness of the registration statement relating to such offering or the first day when any affiliate or other 5% or greater stockholder of the Company shall not be subject to limitations requested by such underwriter on sales of securities equivalent to the Registrable Securities of such Holders (such registration being herein called a "Demand Registration")Securities. Within ten (10) days after the receipt by the Company of any such written request, the The Company will promptly give written notice of such requested registration request to all Holders other Subscribers of Registrable Securities.
(ii) Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated Securities 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 Section 2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration, and (B) thereupon the Company will use its best commercially reasonable efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of under the Securities Act of:
(a) the Registrable Securities pursuant which the Company has been so requested to this subparagraph register by Subscribers;
(iib) will specify the number of shares of all other Registrable Securities which the Company has been requested to register by the Subscribers thereof by written request given to the Company within 30 days after the giving of such written notice by the Company, all to the extent requisite to permit the disposition of the Registrable Securities so to be registered and will also specify registered; and
(c) such other securities of the intended method Company which the Company, in its discretion, may designate, whether such securities are to be sold by the Company for its own account or are to be sold by other security holders of disposition thereofthe Company.
Appears in 1 contract
Samples: Subscription Agreement (Netword Inc)
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2Sections 2(b), 2(d) and 2(e) below, at any Stockholders who collectively hold 20% time, if one or more of all Registrable Securities may at any time and from time to time pursuant to this subparagraph (i), Holders shall make a written request for the registration by to the Company under (the "Demanding Holders"), the Company shall cause there to be filed with the Commission a registration statement meeting the requirements of the Securities Act of all or any part of the Registrable Securities of such Holders (such registration being herein called a "Demand Registration"), and each Demanding Holder shall be entitled to have included therein (subject to Section 3 hereof) all or such number of such Demanding Holder's Registrable Securities as the Demanding Holder shall request in writing. Within ten Any 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 Registrable Securities to be registered, the intended methods of disposition thereof and that the request is for a Demand Registration pursuant to this Section 2(a).
(10ii) days after the receipt by Whenever the Company shall have received a demand pursuant to Section 2(a) to effect the Demand Registration of any such written requestRegistrable Securities, the Company will shall promptly give written notice of such proposed registration request to all Holders of Registrable Securities.
, if any. Any such Holder may, within twenty (ii20) Subject to the limitations contained in the following paragraphs of this Section 2, days after the receipt of such written notice, request for a Demand Registration, (A) the Company will be obligated and required to include in writing that all of such Demand Registration all Registrable Securities with respect to which the Company shall receive from Holders of Holder's 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 Section 2(a)(i) hereofor any portion thereof designated by such Holder, the written requests of such Holders for inclusion be included in such Demand Registration, and (B) the Company will use its best efforts in good faith to effect promptly the registration and such request shall not be considered one of all such Registrable Securities. All written requests made by the Demand Registrations under Section 2(a) to which Holders of Registrable Securities pursuant to this subparagraph (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereofare entitled under Section 2(b)(i).
Appears in 1 contract
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2, any Stockholders who collectively hold 20% or more of all Registrable Securities may at At any time and from time any of the Insurance Partners Stockholders (the "Initiating Holders") shall be entitled to time pursuant request in writing that the Company use its best efforts to this subparagraph (i), make a written request for effect the registration by the Company under the Securities Act Act, and under the securities or "blue sky" laws of any jurisdiction designated by such Initiating Holders, of all or any part of the such Initiating Holders' Registrable Securities of such Holders in accordance with this Section 3 (such registration being herein called a "Demand Registration"). Within ten (10) days after Any such request for a Demand Registration shall specify the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Holders amount of Registrable Securities.
(ii) Subject Securities proposed to be sold and the limitations contained in the following paragraphs intended method of this Section 2, after the receipt of such written disposition thereof. Upon receiving a request for a Demand Registration, (A) the Company will be obligated and required to include promptly, but in no event more than 10 days after the receipt from the Initiating Holders of a request for a Demand Registration, give written notice of such Demand Registration to (i) all Registrable Securities with respect to which of the Company shall receive from Holders Insurance Partners Stockholders (other than the Initiating Holders), (ii) all holders of Registrable Securities(x) the 1992 Common Stock Purchase Warrants, within thirty (30y) days after the date on which CentreLine Warrant and (z) the Company shall have given to all Holders a written notice of registration request pursuant to Section 2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration1998 Common Stock Purchase Warrants, and (Biii) in the Company will 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 6, use its best efforts in good faith to effect promptly the registration under the Securities Act of all such Registrable Securities. All written requests made by Holders of (i) the Registrable Securities pursuant which the Company has been so requested by the Initiating Holders to this subparagraph register and (ii) will 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 Registrable Securities Common Stock proposed to be registered sold and will also specify the intended method of disposition thereofthereof and shall be given to the Company within 30 days after the giving of such written notice of the Demand Registration by the Company).
Appears in 1 contract
Samples: Stock Purchase Agreement (Superior National Insurance Group Inc)
Request for Demand Registration. (i) Subject Commencing upon 180 days after the closing of the Initial Public Offering, subject to the limitations contained set forth in the following paragraphs of this Section 23.1, any Stockholders who collectively hold the Holders of 20% or more of all the then-outstanding Registrable Securities may at any time and from time give to time pursuant to this subparagraph (i), make the Company a written request for the registration (a “Demand Registration”) by the Company under the Securities Act of all or any part of the Registrable Securities of held by such Holders (such registration being herein called a "Demand Registration")Holders. Within ten (10) business 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 SecuritiesHolders.
(ii) Subject to the limitations contained set forth in the following paragraphs of this Section 23.1, after the receipt of such a 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 receives from Holders the written requests of Registrable Securities, such Holders for inclusion in such Demand Registration within thirty (30) 20 days after the date on which the Company shall have given gives to all Holders a written notice of registration request pursuant to Section 2(a)(i3.1(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registrationthis Agreement, 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 subparagraph (iiSection 3.1(a)(ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereof. Such method of disposition will, in any case, be an underwritten offering unless the Holders of at least 40% of the Registrable Securities to be included in such Demand Registration otherwise request.
(iii) The registration statement filed pursuant to a Demand Registration pursuant to this Section 3.1(a) may, subject to the limitations set forth in Section 3.1(c) hereof, include other securities of the Company which are held by persons other than the Holders who, by virtue of agreements with the Company, are entitled to include their securities in any such registration.
Appears in 1 contract
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2Sections 2(b), 2(d) and 2(e) below, at any Stockholders who collectively hold 20% time, if one or more of all Registrable Securities may at any time and from time to time pursuant to this subparagraph (i), Holders shall make a written request for the registration by to the Company under (the "Demanding Holders"), the Company shall cause there to be filed with the Commission a registration statement meeting the requirements of the Securities Act of all or any part of the Registrable Securities of such Holders (such registration being herein called a "Demand Registration"), and each Demanding Holder shall be entitled to have included therein (subject to, as applicable, Section 10 hereof) all or such number of such Demanding Holder's Registrable Securities as the Demanding Holder shall report in writing. Within ten (10Any request made pursuant to this Section 2(a) days after shall be addressed to the receipt by attention of the secretary of the Company, and shall specify the number of Registrable Securities to be registered, the intended methods 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) to effect the Demand Registration of any such written requestRegistrable Securities, the Company will shall promptly give written notice of such proposed registration request to all Holders of Registrable the Securities.
(ii) Subject to the limitations contained in the following paragraphs of this Section 2, if any. Any such Holder may, within 20 days after the receipt of such written notice, request for a Demand Registration, (A) the Company will be obligated and required to include in writing that all of such Demand Registration all Registrable Securities with respect to which the Company shall receive from Holders of Holder's 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 Section 2(a)(i) hereofor any portion thereof designated by such Holder, the written requests of such Holders for inclusion be included in such Demand Registration, and (B) the Company will use its best efforts in good faith to effect promptly the registration and such request shall not be considered one of all the Demand Registrations under Section 2(a) hereof to which such Registrable Securities. All written requests made by Holders of Registrable Securities pursuant to this subparagraph (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereofHolder is entitled.
Appears in 1 contract
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2, any Stockholders who collectively hold 20% or more the Holders of all a majority of Registrable Securities may may, at any time and from time to time give to the Company, pursuant to this subparagraph (i), make a written request for the registration by the Company under the Securities Act of all or any part of the Registrable Securities of such Holders Holder (such registration being herein called a "Demand Registration"). 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.
(ii) Subject to the limitations contained in the following paragraphs of this Section 2, 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 Section 2(a)(i) 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 subparagraph (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Buffalo Wild Wings Inc)
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 29, any Stockholders who collectively hold 20% or more of all Registrable Securities may Chase may, at any time and from time to time time, give to the Company, pursuant to this subparagraph (i), make a written request for the registration by the Company under the Securities Act of all or any part of the Registrable Securities of such Holders Units owned by it (such registration being herein called a "Demand Registration"). Within ten (10) days after the receipt by -12- 13 the Company of any such written request, the Company will give written notice of such registration request to all Holders holders of Registrable SecuritiesUnits.
(ii) Subject to the limitations contained in the following paragraphs of this Section 29, 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 Units with respect to which the Company shall receive from Holders holders of Registrable SecuritiesUnits, within thirty (30) days after the date on which the Company shall have given to all Holders holders a written notice of registration request pursuant to Section 2(a)(i9(a)(i) hereof, the written requests of such Holders 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 SecuritiesUnits. All written requests made by Holders of Registrable Securities Units pursuant to this subparagraph (ii) will specify the number of shares of Registrable Securities Units to be registered and will also specify the intended method of disposition thereof.
Appears in 1 contract
Samples: Members' Agreement (Donjoy LLC)
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2Sections 2(b), 2(d) and 2(e) below, at any Stockholders who collectively hold 20% time, if one or more of all Registrable Securities may at any time and from time to time pursuant to this subparagraph (i), Holders shall make a written request for the registration by to the Company under (the "DEMANDING HOLDERS"), the Company shall cause there to be filed with the Commission a registration 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 Section 3 hereof) all or any part such number of such Demanding Holder's Registrable Securities as the Demanding Holder shall request in writing. Any 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 Registrable Securities to be registered, the intended methods of such Holders disposition thereof and that the request is for a Demand Registration pursuant to this Section 2(a).
(such registration being herein called a "Demand Registration"). Within ten (10ii) days after the receipt by Whenever the Company shall have received a demand pursuant to Section 2(a) to effect the Demand Registration of any such written requestRegistrable Securities, the Company will shall promptly give written notice of such proposed registration request to all Holders of Registrable Securities.
, if any. Any such Holder may, within twenty (ii20) Subject to the limitations contained in the following paragraphs of this Section 2, days after the receipt of such written notice, request for a Demand Registration, (A) the Company will be obligated and required to include in writing that all of such Demand Registration all Registrable Securities with respect to which the Company shall receive from Holders of Holder's 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 Section 2(a)(i) hereofor any portion thereof designated by such Holder, the written requests of such Holders for inclusion be included in such Demand Registration, and (B) the Company will use its best efforts in good faith to effect promptly the registration and such request shall not be considered one of all such Registrable Securities. All written requests made by the Demand Registrations under Section 2(a) to which Holders of Registrable Securities pursuant to this subparagraph (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereofare entitled under Section 2(b)(i).
Appears in 1 contract
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2, any Stockholders who collectively hold 20% or more of all Registrable Securities may at At any time and commencing six ------------------------------- (6) months from time to time pursuant to this subparagraph (i)the Closing, the Holders may make a written request for the registration by the Company (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 any part of the Registrable Securities of such Holders (such registration being herein called a "Demand Registration"). Within ten (10) days after the receipt by the Company of any such written request; provided, the Company will give written notice not be required to effect more than five (5) Demand Registrations at the request of such registration request the Holders pursuant to all Holders of Registrable Securities.
(ii) Subject to the limitations contained in the following paragraphs of this Section 27.3. Such request for a Demand Registration shall specify the amount of the Registrable Securities proposed to be sold, after the receipt intended method of such written disposition thereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, (A) the Company will shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be obligated registered. Within 15 days after the receipt of such request, the Company shall give written notice thereof to all other Holders holding Registrable Securities (the "Non-Initiating Holders") and required to include in such Demand Registration registration all Registrable Securities held by a Holder 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 Section 2(a)(i) hereof, the has received written requests for inclusion therein within 15 days of the receipt by such Holder of such Holders for inclusion in written notice. Each 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 subparagraph (ii) will request shall specify the number of shares of Registrable Securities to be registered and will also specify registered, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired.
Appears in 1 contract
Samples: Securities Purchase Agreement (Global Diamond Resources Inc)
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2, any Stockholders who collectively hold 20% or more of all Registrable Securities the Holder may at any time and from time after the date hereof, give to time the Company, pursuant to this subparagraph clause (i), make a written request (a "Demand Notice") for the registration by the Company under the Securities Act of all or any part of the Registrable Securities of such Holders then owned by the Holder (such registration being herein called a "Demand Registration"). 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.
(ii) Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request for a Demand RegistrationNotice, (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 Section 2(a)(i) 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 cause the registration Demand Registration to become effective as soon as practicable after the date of filing and to keep such Demand Registration continuously effective until all such Registrable Securities. All written requests made by Holders or any portion of the Registrable Securities pursuant are eligible for sale by the Holder under Rule 144(k) under the Securities Act in order to this subparagraph permit the prospectus forming a part thereof to be usable by Holder during such period. The Company will use its best efforts in good faith to register such shares in connection with an underwritten offering if an underwritten offering is requested by the Holder.
(iiiii) will specify The Holder shall be permitted to withdraw all or any part of the number of shares of Registrable Securities from any Demand Registration at any time prior to be registered and will also specify the intended method effective date of disposition thereofsuch Demand Registration; provided, however, that if such Demand Registration is withdrawn as a result of the Holder's withdrawal, it shall nonetheless count as a Demand Registration for purposes of Section 2(b) hereof, unless the Holder reimburses the Company for all Registration Expenses incurred by it in connection with such Demand Registration.
Appears in 1 contract
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2, any Stockholders who collectively hold 20% or more the Holders of all a majority of Registrable Securities may then outstanding may, at any time and from time to time time, give to the Company, pursuant to this subparagraph (i), make a written request for the registration by the Company under the Securities Act of all or any part of the Registrable Securities of such Holders Holder (such registration being herein called a "“Demand Registration"”). 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.
(ii) Subject to the limitations contained in the following paragraphs of this Section 2, 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 of Registrable Securities a written notice of registration request pursuant to Section 2(a)(i) 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 subparagraph (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (National Investment Managers Inc.)
Request for Demand Registration. (i1) Subject to the limitations contained in the following paragraphs of this Section 27.2, any Stockholders who collectively hold 20the Holders of 51% or more of all Registrable Securities at any time outstanding may at any time and from time give to time the Company, pursuant to this subparagraph clause (i), make a written request for the registration by the Company under the Securities Act of all or any part of the Registrable Securities of such Holders (such registration being herein called a "Demand Registration"). Within ten (10) 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.
(ii2) Subject to the limitations contained in the following paragraphs of this Section 27.2, 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) 30 days after the date on which the Company shall have given to all Holders a written notice of registration request pursuant to Section 2(a)(i7.2(a)(i) 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 subparagraph clause (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereof. Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by Holders of 51% or more of the Registrable Securities to be included in such Demand Registration.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Factory Card Outlet Corp)
Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 2, any Stockholders who collectively hold 20% or more of all Registrable Securities may at At any time and from time to time pursuant to this subparagraph on or after (i) the date that the Parent consummates a Business Combination with respect to the Private Units (or underlying Ordinary Shares), Over-Allotment Units (or underlying Ordinary Shares) and Working Capital Loan Securities or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Parent or their affiliates, or the transferees of the Investors, may make a written request demand, on no more than two occasions, for the registration by the Company under the Securities Act of all or any part of their Registrable Securities, as the Registrable Securities of such Holders case may be (such registration being herein called a "“Demand Registration"”). 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.
(ii) Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request Any demand 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 Section 2(a)(i) 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 subparagraph (ii) will specify the number of shares of Registrable Securities proposed to be registered sold and will also specify the intended method method(s) of disposition distribution thereof. The Purchaser will notify, in writing, all holders of Registrable Securities of the demand, with ten (10) days of the Purchaser’s receipt of such demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Purchaser within fifteen (15) days after the receipt by the holder of the notice from the Purchaser. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisions set forth in Section 3.1.1. The Purchaser shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
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