Requests for Demand Registration Sample Clauses

Requests for Demand Registration. (i) At any time and from time to time after the date hereof, the Holders of at least thirty percent (30%) of the outstanding Registrable Securities (the "Initiating Holders") may make a written request for registration, whether or not such registration involves an underwritten offering, under the Securities Act of all or any part of such Holder's Registrable Securities (a "Demand Registration"), which request shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition thereof.
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Requests for Demand Registration. (A) Following the later of (x) 90 days after the Effective Date or (y) the date the Form 10 is declared to be effective by the Commission, but (i) at any time prior to the first anniversary date of the Effective Date, the Holder or Holders of [majority]1 of Registrable Securities then outstanding and (ii) at any time on or after the first anniversary date of the Effective Date, any Holder of Registrable Securities then outstanding (in the case of clause (i) or (ii), the “Requesting Holder”) may request registration under the Securities Act of all or any portion of the Registrable Securities held by such Requesting Holder on Form S-1 or similar long-form registration statement (a “Long-Form Registration”) with respect to only the number of Demand Registrations for each Holder set forth in the table in Section 2(c) below.
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Requests for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this sec.2, the holders of not less than thirty percent (30%) of the Registrable Securities at any time outstanding may, at any time, give to the Company, pursuant to this clause (i), a written request for the registration on Form S-1 or S-2 by the Company under the Securities Act of all or any part of the Registrable Securities of such holders (each 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.
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Requests for Demand Registration. In the event that the Company is not permitted to file the Shelf Registration Statement in accordance with the provisions of Section 2 hereof, the Investors during any Noneffective Period shall additionally become entitled to the rights of this Section 2.3.3. Accordingly, each of (i) the Investors (other than Opportunity Capital Partners II Limited Partnership ("OCP")) (the "Non-OCP Investors") who hold in the aggregate 50% or more of such Non-OCP Investors' Registrable Securities and (ii) OCP, by written request delivered to the Company, may request registration under the Securities Act of all or any portion of the Registrable Securities held by such Investor(s) for sale in the manner specified in such request. Each initial request for a registration pursuant to this Section 2.3.3 shall specify the number of Registrable Securities requested to be registered and sold by such Non-OCP Investors and/or OCP, as the case may be, and the method of disposition to be employed. Within 10 days after receipt of any request for registration under this Section 2.3.3, the Company shall promptly give written notice to any other Investor from whom notice has not been received and shall use its commercially reasonable efforts to include in such registration (for sale in accordance with the method of disposition specified in the initial request) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the notice from the Company, which written requests shall specify the number of Registrable Securities to be included. Any request for registration pursuant to this Section 2.3.3 shall be referred to herein as a "Demand Registration Request" and all registrations requested pursuant to this Section 2.3.3 are referred to herein as "Demand Registrations."
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Requests for Demand Registration. In the event that the Company is not permitted to file the Shelf Registration Statement in accordance with the provisions of Section 2(c) hereof, Worldspan shall immediately become entitled to the rights of this Section 5. Accordingly, Worldspan, by written request delivered to the Company on or after the date 90 days after the Effective Date, may request registration under the Securities Act of all or any portion of the Registrable Securities held by Worldspan for sale in the manner specified in such request. Each initial request for a registration pursuant to this Section 5 shall specify the number of Registrable Securities requested to be registered and sold by Worldspan, the method of disposition to be employed and the Current Market Price of the Common Stock as of the date of such request. Any request for registration pursuant to this Section 5(a) shall be referred to herein as a "Demand Registration Request" and all registrations requested pursuant to this Section 5 are referred to herein as "Demand Registrations."
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Requests for Demand Registration. 12 (i) Subject to the limitations contained in the following paragraphs of this Section 6.1, the Holders of not less than twenty-five percent (25%) of the Registrable Securities may at any time and from time to time after the first anniversary of the Closing Date give to the Company, pursuant to this clause (i), 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 having an aggregate offering price of at least $250,000 (such registration being herein called a "DEMAND REGISTRATION") on Form S-3 or any successor form adopted by the Commission, PROVIDED, HOWEVER, that if in accordance with applicable law, including applicable rules and regulations promulgated by the Commission, the Company is not eligible to register securities on Form S-3 (or any comparable short-form registration adopted by the Commission), then the Holders shall have the right to require completion of one Demand Registration pursuant to this subparagraph (i) on Form S-1 or any successor form adopted by the Commission. 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.
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Requests for Demand Registration. In addition to the registration rights in Section 2.1 for the Initial Shelf Registration, the Majority Holders shall have the right to require Coachmen to prepare and file up to six (6) registration statements on Form S-l or S-3 or any similar or successor form to such forms under the Securities Act for a public offering of all or part of their Resale Shares (a “Demand Registration”), by delivering to Coachmen written notice stating that such right is being exercised and specifying the (i) identity of the Holders selling Resale Shares pursuant to such registration, (ii) number of each such Holder’s Resale Shares to be sold pursuant to such registration, and (iii) intended method of distribution of the Resale Shares to be sold (a “Demand Request”).
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Requests for Demand Registration. In addition to the rights set forth in Section 2 hereof, Harlxxx xxxll also be entitled to the rights contained in this Section 4. Subject to the remainder of Section 4 hereof, Harlxxx, xx written request delivered to the Company on or after the first business day following the Effective Time, may request registration under the 1933 Act of all or any portion of the Registrable Securities held by Harlxxx xx its affiliates for sale in the manner specified in such request. Each initial request for a Demand Registration shall specify the number of Registrable Securities requested to be registered and sold by Harlxxx xx its affiliates and the method of disposition to be employed. Any request for registration pursuant to this Section 4(a) shall be referred to herein as a "Demand Registration Request" and all registrations requested pursuant to this Section 4 are referred to herein as "Demand Registrations."
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Requests for Demand Registration. Subject to the terms of this Agreement, the holders of a majority of the outstanding Registrable Shares may request registration under the Securities Act of any or all of the Registrable Shares held by all of the holders on Form S-1 or any similar long-form registration or, if available, then at the option of the Company or the Stockholders, on Form S-3 or any similar short-form registration, at any time after the Company has achieved aggregate reported income before taxes and extraordinary items as reported in the Company’s filings with the Securities and Exchange Commission pursuant to the Exchange Act (“Income”) for any four consecutive fiscal quarters in excess of $1.0 million (a “Demand Registration”); provided, however, that such registration request must be for an aggregate minimum of 1.0 million Registrable Shares. The Company shall not be obligated to affect and consummate more than one Demand Registration under this Agreement; provided that, a registration shall not count as the permitted Demand Registration until it has become effective. The request for a Demand Registration will be made by giving written notice to the Company (a “Demand Notice”). The Demand Notice will specify the approximate number of Registrable Shares requested to be registered, the names of the selling holders of Registrable Shares and the anticipated per share price range for the offering if an underwritten offering. Nothing contained in this Agreement will be construed to require any Stockholder to include any of his, her or its shares of Company Stock for sale in a Demand Registration if such Stockholder does not desire to do so.
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Related to Requests for Demand Registration

  • Request for Demand Registration At any time and from time to time on or after three 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 Clearday Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the one hand, or the Clearday Investors, on the other hand, as the case may be, or the transferees of such Investors, may make a written demand, on no more than one occasion for each of the Pre-BC Investors and the Clearday Investors, for registration under the Securities Act of all or part of their Registrable 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) of distribution thereof. The Company will notify all holders of Registrable Securities of the 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 Company within five (5) days after the receipt by the holder of the notice from the Company. 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 provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

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

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

  • Right to Demand Registration Commencing June 30, 2002, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn Request") and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn Demand Registration"), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 33% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. No more than three Requests may be made by all Holders in the aggregate pursuant to this Section 2.2; provided that the Company shall not be obligated to effect any Demand Registration within six months of the effectiveness of any other Demand Registration Statement. The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article II hereof.

  • Expenses of Demand Registration All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1.

  • Demand Registration (a) Subject to the provisions hereof, at any time on or after the date that is 180 days after the Closing Date, the Holders of a majority of Registrable Securities shall have the right to require the Company to file a Registration Statement registering for sale all or part of their respective Registrable Securities under the Securities Act (a “Demand Registration”) by delivering a written request therefor to the Company (i) specifying the number of Registrable Securities to be included in such registration by such Holder or Holders, (ii) specifying whether the intended method of disposition thereof is pursuant to an Underwritten Offering (as defined below), and (iii) containing all information about such Holder required to be included in such Registration Statement in accordance with applicable Law. As soon as practicable after the receipt of such demand, the Company shall (x) promptly notify all Holders from whom the request for registration has not been received and (y) use reasonable best efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities Laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities that the Company has been so requested to register; provided, however, that (i) the Holders shall not make a request for a Demand Registration under this Section 3.2(a) for Registrable Securities having an anticipated aggregate offering price of less than $5,000,000, (ii) the Holders will not be entitled to require the Company to effect more than three (3) Demand Registrations in the aggregate under this Agreement, and (iii) the Company will not be obligated to effect more than one (1) Demand Registration in any six (6) month period.

  • Demand Registrations (a) At any time (x) on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the then-outstanding shares of Registrable Securities or (B) that are reasonably expected to result in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), or (y) on or after the one hundred and eightieth (180th) day following the occurrence of an Initial Public Offering, such Holders (the “Demanding Holders”) shall have the right, by delivering written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by such Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided; however, that it shall be a condition to making a Demand Registration that is to be an underwritten offering under clause (y) above that the aggregate offering price of the Registrable Securities to be registered by the Demanding Holders in such underwritten Demand Registration is at least $25,000,000. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities, including whether such Demand Registration is to be an underwritten offering. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) calendar days after such notice is given by the Company.

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

  • Postponement of Demand Registration The Corporation shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 60 days, the filing of a Registration Statement if the Corporation delivers to the holders requesting registration a certificate signed by both the chief executive officer and chief financial officer of the Corporation certifying that, in the good faith judgment of the board of directors of the Corporation, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Corporation or any material transaction under consideration by the Corporation or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Corporation. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(p). If the Corporation shall so postpone the filing of a Registration Statement, the Sponsor Investor Shareholder shall have the right to withdraw the request for registration by giving written notice to the Corporation within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the holders.

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