Common use of Rights of Nonrequesting Holders Clause in Contracts

Rights of Nonrequesting Holders. Upon receipt of any Demand Request, Parent shall promptly (but in any event within ten (10) days) give written notice of such proposed Demand Registration to all other Holders, who shall have the right, exercisable by written notice to Parent within ten (10) days) of their receipt of Parent’s notice, to elect to include in such Demand Registration such portion of their Registrable Securities as they may request; provided, however, that in connection with any Demand Request in connection with a Shelf Registration, Parent shall give written notice of such proposed Demand Registration to all other Holders within two (2) days of such Demand Request and all other Holders shall have the right, exercisable by written notice to Parent within two (2) days of their receipt of Parent’s notice, to elect to include in such Demand Registration such portion of their Registrable Securities as they may request. All Holders requesting to have their Registrable Securities included in a Demand Registration in accordance with the preceding sentence shall be deemed to be “Requesting Holders” for purposes of this Section 2.01. Notwithstanding any other provision of this Agreement, if the demanding Holder wishes to engage in a block sale (including a block sale pursuant to a Shelf Registration, or in connection with the registration of the Holder’s Registrable Securities under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Holder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale.

Appears in 2 contracts

Samples: Transaction Agreement (International Paper Co /New/), Transaction Agreement (Graphic Packaging Holding Co)

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Rights of Nonrequesting Holders. (a) Upon receipt of any Preference Demand Request, Parent the Company shall promptly (but in any event within ten (10) 10 days) give written notice of such proposed Preference Demand Shelf Registration or underwritten takedown to all other Holders, who shall have the right, exercisable by written notice to Parent the Company within ten (10) days) of 15 days after their receipt of Parent’s the Company's notice, to elect pursuant to this Section 2.2.5 to include in such Preference Demand Shelf Registration or underwritten takedown, as applicable, such portion of their Preference Registrable Securities Shares as they may request; request (provided, however, that in connection with any the case of an underwritten takedown under a Preference Demand Request in connection with a Shelf Registration, Parent shall give written notice of the Preference Registrable Shares requested to be included are covered by an effective shelf registration statement pursuant to which such proposed Demand Registration offer and sale may be made) pursuant to all other Holders within two which such offer and sale may be made. (2b) days of such Demand Request and all other Holders shall have the right, exercisable by written notice to Parent within two (2) days of their receipt of Parent’s notice, to elect to include in such Demand Registration such portion of their Registrable Securities as they may request. All Holders requesting to have their Preference Registrable Securities Shares included in a Preference Demand Shelf Registration or underwritten takedown in accordance with the preceding sentence Section 2.2.5(a) hereof shall be deemed to be "Preference Requesting Holders" for purposes of this this Section 2.01. Notwithstanding any other provision of this Agreement, if the demanding Holder wishes to engage in a block sale (including a block sale pursuant to a Shelf Registration, or in connection with the registration of the Holder’s Registrable Securities under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Holder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale2.2.

Appears in 1 contract

Samples: Stockholders Agreement (Wire Harness Industries Inc)

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Rights of Nonrequesting Holders. Upon receipt of any Demand Request, Parent shall promptly (but in any event within ten (10) days) give written notice of such proposed Demand Registration to all other Holders, who shall have the right, exercisable by written notice to Parent within ten (10) days) of their receipt of Parent’s notice, to elect to include in such Demand Registration such portion of their Registrable Securities as they may request; provided, however, that in connection with any Demand Request in connection with a Shelf Registration, Parent shall give written notice of such proposed Demand Registration to all other Holders within two (2) days of such Demand Request and all other Holders shall have the right, exercisable by written notice to Parent within two (2) days of their receipt of Parent’s notice, to elect to include in such Demand Registration such portion of their Registrable Securities as they may request. All Holders requesting to have their Registrable Securities included in a Demand Registration in accordance with the preceding sentence shall be deemed to be “Requesting Holders” for purposes of this this Section 2.01. Notwithstanding any other provision of this Agreement, if the demanding Holder wishes to engage in a block sale (including a block sale pursuant to a Shelf Registration, or in connection with the registration of the Holder’s Registrable Securities under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Holder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale.

Appears in 1 contract

Samples: Registration Rights Agreement (Graphic Packaging International, LLC)

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