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 A Request may be withdrawn prior to the filing of the Demand Registration Statem...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) At any time and from time to time, any Holder or group of Holders representing at least 75% of all Registrable Securities may request in writing that the Company effect the registration of all or part of such Holder’s or 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 intended 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 prior to the date of such request, the Company has effected three registrations pursuant to this Article II;
(B) if within the 12-month period preceding such request the Company has effected either (1) two registrations pursuant to this Article II or (2) one registration pursuant to this Article II and a registration statement of the Company under the Securities Act has been declared effective within the 12-month period preceding such request and at least 10% of the then-outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement;
(C) if a Registration Statement is effective at the time such request is made and such Registration Statement may be utilized for the offering and sale of the Registrable Securities requested to be registered;
(D) in the case of an Underwritten Offering, unless the Registrable Securities requested to be registered (1) have an aggregate then-current market value of $100 million or more (before deducting underwriting discounts and commission) or (2) constitute all of the then-outstanding Registrable Securities held by Holders; or
(E) 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 registration” for an offering on a ...
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. Stockholders holding at least 40% of the Registrable Securities then outstanding (calculated on a fully-diluted basis) (referred to herein as a "Demanding Group") shall have the right at any time after the date ninety (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date") to make a written request of the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities (a "Demand Registration"); PROVIDED, that (x) the Company may, if the Board of Directors determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition, to effect such Demand Registration at such time would have a material adverse effect on the Company, defer such Demand Registration for a single period not to exceed one hundred eighty (180) days (but if the Company elects to defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) the Company shall be obligated pursuant to this Section 3(b)(1) to effect only the number of Demand Registrations set forth in subsection 3(b)(2) below. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "Notice") of such registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to subsection (3) below, the Company will include in such registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for the effectiveness of the Notice. All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof.
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 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. (i) At any time or from time to time the Holders holding at least 20% of the Registrable Securities shall have the right to request in writing (a "Request") that the Company register all or part of such Holder's Registrable Securities by filing with the SEC a Registration Statement.
(ii) The Request shall specify the amount of Registrable Securities intended to be disposed of by each such Holder and the intended method of disposition thereof.
(iii) As promptly as practicable, but no later than ten (10) days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders. (Page of ) 8 (iv) Subject to Section 2.1(b), the Company shall include in a Demand Registration (A) the Registrable Securities intended to be disposed of by the Initiating Holder and (B) the Registrable Securities intended to be disposed of by any other Holder, if any, 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 twenty (20) days after the receipt of such written notice from the Company.
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.
Right to Demand Registration. Subject to Section 5(b) below, each Investor shall be entitled to make a written request (a “Demand Registration Request”) (which Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of by such Investor and the intended method of disposition thereof) to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act of the offer and sale of all or part of the Registrable Securities owned by them (a “Demand Registration”).
Right to Demand Registration. Upon termination of the Effective Period, Holders holding in the aggregate at least 10% or more of the Registrable Securities (determined as of the Effective Date) (the "Demand Request Threshold") have the right to request in writing ("Demand Request") that the Company effect the registration of all or part of such Holder's or Holders' Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (which written request shall specify the aggregate number of shares of Registrable Securities requested to be registered and the intended means of disposition of such shares of Registrable Securities) ("Demand Registration"). The Company shall give written notice (a "Demand Registration Notice") of the proposed Demand Registration to all Holders within 15 calendar days after receipt of a valid Demand Request. Such notice shall offer the Holders the opportunity to register such amount of Registrable Securities as each Holder may request. Following receipt of the Demand Request, if applicable, the provisions of Section 2.2 hereof shall apply to the subject Demand Registration. Subject to Section 3.4, the Company shall file a Registration Statement covering such Holder's or Holders' Registrable Securities requested to be registered as promptly as practicable (and, in any event within 60 days) after receipt of such written requests received within 15 calendar days after delivery of the Demand Registration Notice.
