Right to Demand; Demand Notices. Subject to the provisions of this Section 2, at any time and from time to time following the Lock-up Period, the Majority Stockholders (the “Demand Party”) shall have the right to make written requests during the term of this Agreement to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of its Registrable Securities on Form S-1, or any successor long form registration statement form, or, if available, Form S-3, or any successor short form registration statement form (such registration, a “Demand Registration”). In no event shall the Company be required to effect more than two Demand Registrations on Form S-1 or any successor long form registration statement form pursuant to this Section 2(a) during the term of this Agreement; provided, a Demand Registration shall be deemed to be withdrawn and shall not be deemed to have been requested for purposes of this Section 2(a) to the extent the Company is not deemed, pursuant to Section 2(e), to have effected such Demand Registration. All requests made pursuant to this Section 2 will specify the aggregate amount of Registrable Securities to be registered, and will also specify the intended method of transfer thereof (a “Demand Notice”), including, if such transfer is pursuant to an Underwritten Offering, whether such offering shall be a “firm commitment” underwriting. The Company shall (i) as promptly as reasonably practicable but in no event later than two Business Days after the receipt of a Demand Notice, give written notice thereof to all other Stockholders, which notice shall specify the number of Registrable Securities subject to the Demand Registration, the registration statement form to be used, the names and notice information of the Demand Party and the intended method of disposition of such Registrable Securities and (ii) subject to Section 2(g), include in the Registration Statement filed pursuant to such Demand Registration all of the Registrable Securities requested by such Stockholders for inclusion in such Registration Statement from whom the Company has received a written request for inclusion therein within ten days after the receipt by such Stockholders of such written notice referred to in clause (i) above. Each such request by such Stockholders shall specify the number of Registrable Securities proposed to be registered and such Stockholder shall send a copy of such request to the Demand Party. The failure of any Stockholder to respon...
Right to Demand; Demand Notices. Subject to the terms of ------------------------------- this Agreement, in the event the Company shall receive from the Stockholders holding Common Shares representing an aggregate of at least 10% of the then outstanding Registrable Securities (the "Initiating Holders") at any time and from time to time commencing after an Initial Public Offering, a written request that the Company effect a Registration (a "Demand Registration"), the reasonably anticipated aggregate price to the public of which would be at least $35,000,000, the Company shall (a) promptly give written notice of the proposed Registration to all other Stockholders, and (b) as soon as practicable, use its best efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Stockholder joining in such request as are specified in a written request given within twenty (20) days after written notice from the Company of the proposed Registration. Notwithstanding the foregoing, the Company shall not be obligated to take any action to effect any such Registration pursuant to this Section 2(a) (i) unless Stockholders holding Common Shares representing an aggregate of at least 34% of the Registrable Securities then outstanding elect to participate in such Demand Registration, or (ii) after the Company has effected three (3) such Registrations pursuant to this Section 2(a) and such Registrations have been declared effective; provided, however, that one Stockholder may not request more than one Demand Registration that is effected.
Right to Demand; Demand Notices. Subject to the provisions of this Section 11, at any time and from time to time, Apollo (the “Demand Party”) shall have the right to make two (2) written requests in any 12-month period to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of its Restricted Shares. All requests made pursuant to this Section 11 will specify the aggregate amount of Restricted Shares to be registered, and will also specify the intended method of Transfer thereof (a “Demand Notice”), including, if such Transfer is pursuant to an Underwritten Offering, whether such offering shall be a “firm commitment” underwriting. Subject to Section 11(e), promptly upon receipt of any such Demand Notice, the Company will use its best efforts to effect, as soon as possible, but in any event within 90 days, such registration under the Securities Act of the Restricted Shares that the Company has been so requested to register.
Right to Demand; Demand Notices. Subject to the provisions of ------------------------------- this Section 3 at any time and from time to time, the Investor may make a written request to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities. The Company shall not be obligated to effect more than three Demand Registrations requested by the Investor pursuant to this Section 3(a), and shall not be obligated to effect a Demand Registration if the amount of Registrable Securities proposed to be registered does not have a fair market value of at least $5 million. Promptly upon receipt of any such request (but in no event more than five business days thereafter), the Company will serve written notice (the "Demand Notice") of such registration request to all Holders, and the Company will include in such registration all Registrable Securities of any Holder with respect to which the Company has received written requests for inclusion therein within 10 days after the Demand Notice has been given to the applicable Holders. All requests made pursuant to this Section 3 will specify the aggregate amount of Registrable Securities to be registered and will also specify the intended methods of disposition thereof.
Right to Demand; Demand Notices. Subject to the provisions of this Section 3 and Section 4, at any time and from time to time after the date hereof, Hexion LLC (the “Requesting Shareholder”) may make up to six written requests to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of its Registrable Shares. All requests made pursuant to this Section will specify the aggregate amount of Registrable Shares to be registered and will also specify the intended methods of disposition thereof (a “Demand Notice”). Subject to Section 3(b), promptly upon receipt of any such Demand Notice, the Company will use its best efforts to effect within 180 days such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register.
Right to Demand; Demand Notices. Subject to the provisions of this Section 3 at any time and from time to time commencing 30 days after the date hereof, the Investors may make a written request to the Issuer for registration under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities. Promptly upon receipt of any such request (but in no event more than five business days thereafter), the Issuer will serve written notice (the "Demand Notice") of such registration request to all Holders, and the Issuer will include in such registration all Registrable Securities of any Holder with respect to which the Issuer has received written requests for inclusion therein within 10 days after the Demand Notice has been given to the applicable Holders. All requests made pursuant to this Section 3 will specify the aggregate amount of Registrable Securities to be registered and will also specify the intended methods of disposition thereof.
Right to Demand; Demand Notices. Each Initiating Holder shall have the right to make a written request (a “Demand Notice”) that the Company register under the Securities Act all or any part of the Registrable Securities of such Initiating Holder (each such right, a “Demand Right”). Notwithstanding the foregoing, (a) each Initiating Holder shall have only one (1) such Demand Right, (b) a Demand Right may be exercised only if the anticipated aggregate offering price of the Common Stock to be sold in the offering (before any underwriting discounts and commissions) is not less than $3.0 million, (c) a Demand Right may be exercised only if the Company is, on the date the Demand Notice is delivered, eligible to use Form S-3 for the offer and sale of Registrable Securities by such Initiating Holder, and (d) the Company shall not be obligated to effect more than one (1) registration pursuant to this Section 2.1 during any six-month period. Promptly upon the receipt of any such Demand Notice, the Company shall give written notice of the proposed registration to all other Holders of Registrable Securities.
Right to Demand; Demand Notices. Subject to the provisions of this Section 4(a) at any time and from time to time after the date hereof, IPC and Affiliates of IPC may make up to six written requests to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of their shares of Common Stock or Preferred Stock. All requests made pursuant to this Section will specify the aggregate amount of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (a “Demand Notice”). Subject to Section 4(a)(ii), promptly upon receipt of any such Demand Notice, the Company will notify each Non-IPC Holder of its intent to register the Registrable Securities and the Company shall use its commercially reasonable best efforts to effect within 180 days such registration under the Securities Act of the Registrable Securities which the Company has been so requested to register. Subject to the provisions of this Section 4(a), each Non-IPC Holder shall be permitted to participate in any Demand Registration initiated by IPC and Affiliates of IPC by delivery of written notice to the Company within 30 days of receiving notice from the Company of the Demand Notice specifying the aggregate number of Registrable Securities such Non-IPC Holder desires to have registered. Each Non-IPC Holder seeking registration of any Registrable Securities shall be treated on a pan passu basis with IPC and Affiliates of IPC.
Right to Demand; Demand Notices. Parent and Xxxxxxx hereby represent and warrant that Parent will be filing (and hereby covenant and agree to file) a shelf registration on Form S-3 with the SEC, in which all Parent Common Stock issued to Contributors in connection with the Exchange Agreement will be registered (all such shares, the "Registrable Securities") by March 1, 2023. If Parent and Xxxxxxx do not file a shelf registration on Form S-3 by March 1, 2023, however, the Contributors may, at any time from time to time thereafter, make a written request to the Company for registration under and in accordance with the provisions of the Securities Act on (A) Form S-1 or (B) if available, Form S-3 (each, a "Registration Statement"), which, in the case of either clause (A) or clause (B), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, of all or part of its Registrable Securities (such registration, a "Demand Registration"). All requests made pursuant to this Section 4.7 will specify the aggregate amount of Registrable Securities to be registered. Subject to Section 4.7(b), promptly upon receipt of any such request (a "Demand Notice"), Parent will use its reasonable best efforts to effect, as soon as possible, but in any event within 45 days after (i) receipt of such Demand Notice or (ii) such later date permitted by Section 4.7(b), such registration under the Securities Act of the Registrable Securities that Parent has been so requested to register.
Right to Demand; Demand Notices. Subject to the provisions of this Section 4(a) at any time and from time to time after the date hereof, the Bear Group may make up to six written requests to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of their shares of Common Stock or Preferred Stock. All requests made pursuant to this Section will specify the aggregate amount of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (a "Demand Notice"). Subject to Section 4(a)(ii), promptly upon receipt of any such Demand Notice, the Company will notify each Non-Bear Group Holder of its intent to register the Registrable Securities and the Company shall use its commercially reasonable best efforts to effect within 180 days such registration under the Securities Act of the Registrable Securities which the Company has been so requested to register. Subject to the provisions of this
