Common use of Rights with Respect to a Demand Registration Clause in Contracts

Rights with Respect to a Demand Registration. At any time after the Restricted Period, and to the extent permitted by Article 2 of the Stockholder Agreement, each of the Designated Holders (other than Initiating Holders which have requested a registration under ‎Section 3(a)) may offer its or his Registrable Securities under any Demand Registration pursuant to this ‎Section 3(b). Within five days after the receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated Holders (other than Initiating Holders which have requested a registration under ‎Section 3(a)) and (ii) subject to ‎Section 3(e), include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company has received a written request for inclusion therein within 10 days of the receipt by such Designated Holders of such written notice referred to in clause ‎(i) above. Each such request by such Designated Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Designated Holder to respond within such 10-day period referred to in clause ‎(ii) above shall be deemed to be a waiver of such Designated Holder’s rights under this ‎Section 3 with respect to such Demand Registration. Any Designated Holder may waive its rights under this ‎Section 3 prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders. If a Designated Holder sends the Company a written request for inclusion of part or all of such Designated Holder’s Registrable Securities in a registration, such Designated Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company in its sole discretion unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Designated Holder reasonably determines that participation in such registration would have a material adverse effect on such Designated Holder.

Appears in 1 contract

Samples: Shareholder Agreement (Trinet Group Inc)

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Rights with Respect to a Demand Registration. At any time after the Restricted Period, and to the extent permitted by Article 2 of the Stockholder Agreement, each of the Designated Holders (other than Initiating Holders Any Initial Holder which have has not requested a registration under ‎Section 3(aSection 2(a) hereof may, pursuant to this Section 2(b)) may , offer its or his Registrable Securities under any Demand Registration Registration. In addition, in any offering pursuant to this ‎Section 3(b). Within five days after the receipt of a request for a Demand Registration from requested by a Permitted Group (but not by an Initiating Initial Holder), the every other beneficial holder of Common Stock shall be entitled to participate. The Company may also offer its Common Stock under any Demand Registration. The Company shall (i) as promptly as practicable, give written notice thereof to all of the Designated Holders (other than the Initiating Holders) (and in an offering requested by a Permitted Group, to all other beneficial holders of Common Stock), which notice shall specify the number of shares of Common Stock subject to the request for Demand Registration, the names of the Initiating Holders which have requested a registration under ‎Section 3(a)) and the intended method of disposition of such Common Stock, and (ii) subject to ‎Section 3(e)Section 2(d) hereof, include in such registration the Registration Statement filed pursuant to the Demand Registration all of the Registrable Securities shares of Common Stock held by such Designated Holders (and in an offering requested by a Permitted Group, other beneficial holders of Common Stock) from whom the Company has received a written request for inclusion therein within 10 ten days of the receipt by such Designated Holders of such date on which the Company sent the written notice referred to in clause ‎(i(i) above. Each such request by such Designated Holders (or, in the case of an offering requested by a Permitted Group, other beneficial holders of Common Stock) shall specify the number of Registrable Securities shares of Common Stock proposed to be registered. The failure of any Designated Holder to respond within such 10ten-day period referred to in clause ‎(ii(ii) above shall be deemed to be a waiver of such Designated Holder’s rights under this ‎Section 3 Section 2(b) with respect to such Demand Registration. Any Designated Holder may waive its rights under this ‎Section 3 prior to the expiration of such 10-day period Section 2(b) by giving written notice to the Company, with a copy . Any notice required to the Initiating Holders. If a Designated Holder sends be delivered by the Company a written request for inclusion pursuant to this Section 2(b) to persons other than Initial Holders shall be provided in the form of part or all an “Online Notice,” as such term is defined in the Shareholders’ Agreement, dated as of such Designated Holder’s Registrable Securities July 18, 2017, among the Company and the beneficial owners of Common Stock (the “Shareholders’ Agreement”), and in a registration, such Designated Holder shall not be entitled to withdraw or revoke such request without the prior written consent accordance with Section 6.03 of the Company in its sole discretion unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Designated Holder reasonably determines that participation in such registration would have a material adverse effect on such Designated HolderShareholders’ Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Paragon Offshore PLC)

Rights with Respect to a Demand Registration. At any time after the Restricted Period, and to the extent permitted by Article 2 of the Stockholder Agreement, each Each of the Designated Holders (other than Initiating Holders which have requested a registration under ‎Section Section 3(a)) may offer its or his Registrable Securities under any Demand Registration pursuant to this ‎Section Section 3(b). Within five (5) days after the receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated Holders (other than Initiating Holders which have requested a registration under ‎Section Section 3(a)) and (ii) subject to ‎Section Section 3(e), include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company has received a written request for inclusion therein within 10 ten (10) business days of the receipt by such Designated Holders of such written notice referred to in clause ‎(i(i) above. Each such request by such Designated Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Designated Holder to respond within such 10-day period referred to in clause ‎(ii(ii) above shall be deemed to be a waiver of such Designated Holder’s rights under this ‎Section Section 3 with respect to such Demand Registration. Any Designated Holder may waive its rights under this ‎Section Section 3 prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders. If a Designated Holder sends the Company a written request for inclusion of part or all of such Designated Holder’s Registrable Securities in a registration, such Designated Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company in its sole discretion unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Designated Holder reasonably determines that participation in such registration would have a material adverse effect on such Designated Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Vimicro International CORP)

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Rights with Respect to a Demand Registration. At any time after the Restricted Period, and to the extent permitted by Article 2 of the Stockholder Agreement, each of the Designated Holders (other than Initiating Holders which have requested a registration under ‎Section 3(a)) may offer its or his Registrable Securities under any Demand Registration pursuant to this ‎Section 3(b). Within five days after the receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated Holders (other than Initiating Holders which have requested a registration under ‎Section 3(a)) and (iii) subject to ‎Section 3(e), include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company has received a written request for inclusion therein within 10 days of the receipt by such Designated Holders of such written notice referred to in clause ‎(i) above. Each such request by such Designated Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Designated Holder to respond within such 10-day period referred to in clause ‎(ii) above shall be deemed to be a waiver of such Designated Holder’s rights under this ‎Section 3 with respect to such Demand Registration. Any Designated Holder may waive its rights under this ‎Section 3 prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders. If a Designated Holder sends the Company a written request for inclusion of part or all of such Designated Holder’s Registrable Securities in a registration, such Designated Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company in its sole discretion unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Designated Holder reasonably determines that participation in such registration would have a material adverse effect on such Designated Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Trinet Group Inc)

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