Right to Demand Registration Sample Clauses
The Right to Demand Registration clause grants certain shareholders, typically investors, the ability to require a company to register their shares for public sale, usually through a formal process such as an initial public offering (IPO) or a secondary offering. This right is often triggered after a specified period or upon the occurrence of certain events, and may include stipulations regarding the minimum number of shares or the timing of the registration. Its core practical function is to provide liquidity for shareholders by enabling them to sell their shares on the public market, thereby addressing the problem of illiquidity in private company investments.
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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 Statem...
Right to Demand Registration. (a) If, at any time commencing 180 days after the effective date of the Company's initial public offering of Common Stock, the Company shall receive a written request from Holders to register at least a majority of the shares of Common Stock issued or issuable upon conversion of Series E Preferred Stock on Form S-1 or any similar long form registration, or on Form S-3 or any similar short form registration, if available (a "Demand Notice"), the Company shall promptly give written notice of such proposed registration to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by the Holders who shall respond in writing to the Company's notice within 10 days after receipt by the Holders in question of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); provided, however, that in the event the number of Registrable Securities included in the registration is reduced pursuant to Section 4.1, the registration shall not be counted as the demand for registration for purposes of Section 2.1(c) until it has become effective and remains effective for at least nine months (or less if all Registrable Securities included therein are sooner sold) and only if the Holders are able to register and sell at least 75% of the Registrable Securities and all other shares of Common Stock issued or issuable upon conversion of Series E Preferred Stock requested to be included in the proposed registration.
(b) The Company shall not be obligated to file a registration statement and cause it to become effective more than once under this Section 2.1.
Right to Demand Registration. Upon written request by Holders of at least a majority of the Registrable Securities delivered to the Company at any time after one hundred eighty (180) days after the date hereof, which request demands that the Company prepare and file a registration under the Securities Act covering the resale of all or part of the Registrable Securities, the Company shall use its best efforts to prepare and file a registration statement under the Securities Act covering the resale of such Registrable Securities that the Company has been so requested to register pursuant to this Section 2(c) within forty-five (45) days after receipt of such request; provided, however, that the Company shall not be obligated to file more than one (1) registration pursuant to this Section 2(c); and provided, further, that the Company may delay the filing of such registration during the 90-day period immediately following the commencement of any underwritten public offering of the Company’s equity securities. The Company may include in a registration filed pursuant to this Section 2(c) other securities of the Company for sale, for the Company’s account or for the account of any other Person. The Company will keep such registration filed pursuant to this Section 2(c) effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in such registration statement relating thereto, whichever first occurs.
Right to Demand Registration. (a) (i) Subject to the Transfer Restrictions, at any time and from time to time, the Demand Requestor(s) holding a majority of the shares of Series B Preferred Stock then outstanding may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the Commission under and in accordance with the provisions of the Securities Act (which written request will specify the Selling Holder Information for such Holder or Holders). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, that the Company will not be required to take any action pursuant to this Section 2.2(a)(i) if prior to the date of such request, the Company has effected any registration pursuant to this Section 2.2(a)(i); provided, further, that following the time that the Company shall become Form S-3 Eligible, the immediately preceding proviso shall no longer apply. The Holders requesting a registration pursuant to the first sentence of this Section 2.2(a)(i) shall provide written notice, within three (3) Business Days of making such a request pursuant to the first sentence of this Section 2.2(a)(i), to A▇▇▇ and all other Holders (other than a Creditor Party) of any such request (by delivering a copy of such request to A▇▇▇ and each other Holder (other than a Creditor Party)) for registration pursuant to this Section 2.2(a)(i) and A▇▇▇ and each other Holder (other than a Creditor Party) may, by written notice to the Holders requesting the registration pursuant to this Section 2.2(a)(i) and the Company, given no later than ten (10) Business Days after the Holders requesting the registration pursuant to this Section 2.2(a)(i) give notice to A▇▇▇ and each other Holder (other than a Creditor Party) (which notice shall specify the applicable Selling Holder Information with respect to each such other Holder), request that all or part of such Holder’s Registrable Securities be included in such registration. Additionally, at any time that any Holder has made a request for registration pursuant to this Section 2.2(a)(i), A▇▇▇ and/or its Related Purchasers and/or GM and its Affiliates may request in writing that such Holder submit a request to the Company on behalf of A▇▇▇ and/or its Related Purchasers and/or GM and its Affiliates to be included...
Right to Demand Registration. (a) At any time and from time to time, WLR or any Investor or group of Investors representing 20% of all Registrable Securities may request in writing that the Company effect the registration of all or part of such Holders' Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request will specify (i) the then current name and address of such Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered, (iii) the total number of shares of Common Stock then held by such Holder or Holders, and (iv) the means of distribution). The Company will file a Registration Statement covering such Holder's or Holders' Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, however, that the Company will not be required to take any action pursuant to this Article II:
(A) if such request is made by WLR and prior to the date of such request, the Company has effected three registrations pursuant to this Article II upon the request of WLR;
(B) if such request is made by an Investor and prior to the date of such Investor's request, the Company has effected one registration pursuant to this Article II upon the request of such Investor;
(C) if such request is made by a group of Investors representing 20% of all Registrable Securities and prior to the date of such request, the Company has effected two registrations pursuant to this Article II upon the request of a group of Investors;
(D) if the Company has effected a registration within the 180-day period preceding such request;
(E) if a Registration Statement is effective at the time such request is made pursuant to which the Holder or Holders that requested registration could effect the disposition of such Holder's or Holders' Registrable Securities in the manner requested;
(F) in the case of an Underwritten Offering, if the Registrable Securities requested to be registered have an aggregate then-current market value of less than $75.0 million (before deducting underwriting discounts and commission); or
(G) during the pendency of any Blackout Period.
(b) If a Holder or Holders request that the Company effect a registration pursuant to this Section 2.1 and the Company is at such time eligible to use Form S-3, the Holder or Holders making such request may specify that the requested registration be a "shelf reg...
Right to Demand Registration. Following the second anniversary of the date of this Agreement and prior to the fifth anniversary of the date of this Agreement and subject to the restrictions contained in Section 2.2, if any Holder of Registrable Securities requests that the Company file a registration statement for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form.
Right to Demand Registration. Subject to the other provisions of this Section (2)(e), Holders will have the right, exercisable no more than two times, upon written notice satisfying the requirements of Section (2)(e)(ii) (a “Demand Registration Notice”) to the Company by the Majority Holders (such notifying Majority Holders, the “Demanding Notice Holders”), to require the Company to register, under the Securities Act, an offering (a “Demand Offering”) of Registrable Securities in accordance with this Section 2(e).
Right to Demand Registration. (i) Subject to Section 2.1(c), at any time or from time to time after the date that is nine (9) months after the Closing Date, the Required Holders shall have the right to request in writing that the Company register all or part of such Required Holders' Registrable Securities (a "REQUEST") by filing with the SEC a Demand Registration Statement.
(1) Each Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method of disposition thereof.
(2) 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 other Holders of Registrable Securities and the Other Investors.
(3) Subject to Section 2.1(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders, (ii) the Registrable Securities intended to be disposed of by any other Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within ten (10) days after the receipt of such written notice from the Company and (iii) the Other Registrable Securities intended to be disposed of by any Other Investor which shall have made a written request (which request shall specify the amount of Other Registrable Securities to be registered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within ten (10) days after the receipt of such written notice from the Company.
Right to Demand Registration. Subject to SECTION 2(B), SECTION 2(E) and SECTION 5 hereof, any holder of Registrable Common Stock may make a written request to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act of the disposition of all or part of the Registrable Common Stock (a "DEMAND REGISTRATION"). Subject to SECTION 2(B), all requests made pursuant to this SECTION 2(A) will specify the aggregate amount of Registrable Common Stock to be registered, will specify the intended methods of disposition thereof and will specify whether the registration statement to be filed is a "shelf" registration statement ("SHELF REGISTRATION STATEMENT") pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission). If any holder intends to dispose of any of the Registrable Common Stock pursuant to an underwritten offering, the holder will have the right to select the underwriter, which shall be reasonably acceptable to the Company. No securities other than Registrable Common Stock may be registered in connection with a Demand Registration without the consent of the holders of a majority of the outstanding Registrable Common Stock whose shares are subject to such Demand Registration.
Right to Demand Registration. The Company, as expeditiously as possible following a Request, shall use its best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the 1933 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 methods of disposition thereof specified in such Request or further requests.