Special Demand Registration Sample Clauses

Special Demand Registration. (i) At any time within 6 months following the closing of the transactions contemplated by the Merger Agreement, White Deer shall have the right to request one Underwritten Shelf Takedown pursuant to Section 2(b) or Additional Demand Registration pursuant to Section 2(k), in each case subject to the terms included therein; provided, that any such Underwritten Shelf Takedown or Additional Demand Registration initiated by White Deer pursuant to this Section 2(l)(i) may only be made if a Demand Holder (the “Consenting Holder”), in its sole discretion, agrees in writing to make such Underwritten Shelf Takedown or Additional Demand Registration jointly with White Deer. Any Underwriting Shelf Takedown made pursuant to this Section 2(l)(i) shall constitute an Underwritten Shelf Takedown by the Consenting Holder for purposes of Section 2(e), and any Additional Demand Registration made pursuant to this Section 2(l)(i) shall constitute an Underwritten Shelf Takedown by the Consenting Holder for purposes of Section 2(e)(ii).
Sample 1
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Special Demand Registration. Buyer may demand in writing that the Company register and list, not earlier than one year following the date hereof, the Company Preferred Stock on the principal exchange on which the Company's securities are then listed, if so permitted by applicable law and the regulations of such exchange. If the Company shall receive a written request from the Buyer that the Company file a registration statement or similar document under the Securities Act pursuant to this Section 3(b), then the Company shall promptly cause such registration statement or similar document to be filed with the Commission and shall use its best efforts to cause all Registrable Securities that the Buyer has requested to be registered under the Securities Act to be so registered within 120 days of such request and maintain the effectiveness of such registration until the earlier of (i) the sale of all of the Registrable Securities registered pursuant thereto (Buyer to promptly notify the Company of such) and (ii) 180 days following the effective date of such registration.
Sample 1
Special Demand Registration. The Company agrees --------------------------- that HIIC and its Affiliates shall have one (1) Demand Registration which may be exercised by a Demand at any time during the one hundred eighty (180) day period beginning on the first (1st) day after conclusion of the sixty (60) day period commencing on the Inaugural Date (such 60-day period, the "Initial Roll-Out Period") for a firmly ----------------------- underwritten offering at a price acceptable to HIIC, in its sole discretion, with an underwriter selected by HIIC and reasonably acceptable to the Company (the "Special Demand Registration"). The --------------------------- Company shall not file a registration statement within the Initial Roll-Out Period to register sales on its own behalf. In the event the Special Demand Registration is not exercised within such one hundred eighty (180) day period, the right shall automatically expire. HIIC and its Affiliates may specify that all or any of their Registrable Securities (but in no event less than the number of shares which would reduce HIIC's and its Affiliates' holdings, in the aggregate, to not more than 19.9% of the shares on an issued and outstanding basis) be registered pursuant to such Special Demand Registration. The restrictions on Demand Registrations contained in Section 2(d) of this Agreement shall not be applicable to a Special Demand Registration."
Sample 1
Special Demand Registration. Subject to Xxxxxxx 0 xxx xxxxxxxxxxxxx (x), (xx), (xxx), (xx), (x) and (vi) of this Section 2A(a) and at any time beginning at the date that Special Demand Securities are issued to the Investor, holders of record of at least a majority of the Special Demand Securities (the "Special Requesting Holders") shall have the right to request that the Company effect a Registration under the Securities Acts with respect to all or a portion of the Special Demand Securities held by such Special Requesting Holders by delivering a written notice executed by each Special Requesting Holder to the principal business office of the Company in accordance with this Section 2A (a "Special Demand Registration"). The request shall identify each such Special Requesting Holder, specify the number of Special Demand Securities each Special Requesting Holder proposes to be included in such Special Demand Registration, the intended method of distribution and the jurisdictions where Registration is to be effected, provided that the Company shall not be required to effect a Registration in any jurisdiction where it has not previously made a Registration of Class A Shares. The Company shall (x) promptly give notice of such request for a Special Demand Registration to each holder of record of Special Demand Securities that is not a Special Requesting Holder and (y) use its commercially reasonable efforts to effect a Special Demand Registration on an appropriate form under the appropriate Securities Acts for the Special Demand Securities which the Company has been so requested to Register by the Special Requesting Holders, and by each other holder of record of Special Demand Securities that shall have made a written request to the Company for inclusion in the Special Demand Registration within 30 Business Days after the giving of such written notice by the Company, which request shall specify the number and intended method of disposition (including the relevant jurisdictions of sale) of Special Demand Securities; provided, however, that the Company shall not be obligated to effect any Special Demand Registration except in accordance with the following provisions: the Company shall not be obligated to file more than one Registration Statement in total pursuant to this Section 2A, subject to paragraph (d) below; the Company shall not be obligated to file any Registration Statement pursuant to this Section 2A unless the request from the applicable holder(s) for such Registration covers at leas...
Sample 1
Special Demand Registration. The Existing Partners may demand in writing that the Company register and list, not earlier than one year following the date hereof, the Company Preferred Stock on the principal exchange on which the Company's securities are then listed if so permitted by applicable law and the regulations of such exchange. If the Company shall receive a written request from the Existing Partners holding the Required Interest that the Company file a registration statement or similar document under the Securities Act pursuant to this Section 3(b), then the Company shall promptly cause such registration statement or similar document to be filed with the Commission and shall use its best efforts to cause all Registrable Securities that the Existing Partners holding the Required Interest have requested to be registered under the Securities Act to be so registered within 120 days of such request and maintain the effectiveness of such registration statement until the earlier of (i) the sale of all of the Registrable Securities registered pursuant thereto (it being understood that the Existing Partners shall promptly notify the Company of such sale) and (ii) 180 days following the effectiveness of such registration statement. Such registration statement shall provide for the registration under the Securities Act of the Company Preferred Stock held by the Existing Partners and shall provide for the sale by the Existing Partners of shares of the Company Preferred Stock.
Sample 1
Special Demand Registration 
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Related to Special Demand Registration

  • Not Demand Registration Registration pursuant to this Section 2.4 shall not be deemed to be a demand registration as described in Section 2.3 above. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 2.4.

  • Effective Demand Registration The Company shall use its commercially reasonable efforts to cause any such Demand Registration to become and remain effective not later than sixty (60) days after it receives a request under Section 3(a) hereof. A registration shall not constitute a Demand Registration until it has become effective and remains continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold or (ii) 120 days; provided, however, that a registration shall not constitute a Demand Registration if (x) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holder.

  • Demand Registration At any time that the shelf registration statement required pursuant to Section 5.1 shall not be available for the resale of the Registrable Securities, including if for any reason the Company shall be ineligible to maintain or use a shelf registration statement, the Company shall, as promptly as reasonably practicable following the written request of a Requesting Stockholder for registration under the Securities Act of all or part of the Registrable Securities (a “Demand Request”), file a registration statement with the SEC (a “Demand Registration Statement”) with respect to resales of the Registrable Securities pursuant to the Requesting Stockholder’s intended method of distribution thereof, and shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such Demand Registration Statement to be declared effective under the Securities Act promptly after the filing thereof; provided that such Demand Registration Statement shall be filed on (a) Form S-3, if the Company is then S-3 Eligible, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by the Requesting Stockholder, if the Company is not then S-3 Eligible. Each Demand Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution thereof. The Requesting Stockholder agrees to provide the Company with such information in connection with a Demand Request as may be reasonably requested by the Company to ensure that the Demand Registration Statement complies with the requirements of the Securities Act.

  • Request for Demand Registration Any Adelson Holder or Xxxxxxx Holders (each, an “Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor form thereto) (a “Demand Registration”) the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) a Demand Registration if the Initiating Holders, together with the Designated Holders (other than the Initiating Holders) which have requested to register securities in such registration pursuant to Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the last date on which the Company could receive requests for inclusion in such Demand Registration under Section 3(b)) to the public of less than $20,000,000, (ii) any such Demand Registration commencing prior to the time permitted under the Lock-up Agreement of the Designated Holder, as such Lock-up Agreement may be amended or waived, or (iii) any such Demand Registration within ninety (90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a “Valid Business Reason”), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than forty-five (45) days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than forty-five (45) days have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any six (6) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

  • Expenses of Demand Registration The Company shall bear and pay all expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and expenses of one counsel for the selling Holders selected by them; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.2.

  • Underwriting in Demand Registration 8 8.6 Blue Sky in Demand Registration................................. 9

  • Shelf and Demand Registrations If requested by the underwriters for any Underwritten Public Offering, pursuant to a Registration or sale under Sections 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the participating Requisite Investors and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.9. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and such Holders shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. Any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Holder as are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Holder under such agreement shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

  • Postponement of Demand Registration The Company shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of sixty (60) days, the filing of a Registration Statement if the Company delivers to the Holders requesting registration a resolution of the Board that, in the good faith judgment of the Board, such registration and offering would reasonably be expected to materially adversely affect any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect the Company. Such Board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders receiving such resolution shall keep the information contained in such resolution confidential on the same terms set forth in Section 5(p). If the Company shall so postpone the filing of a Registration Statement, the Holder who made the Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20) days of the anticipated termination date of the postponement period, as provided in such resolution delivered to the Holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder is entitled pursuant to the terms herein.

  • Priority on Demand Registration Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder.

  • Demand Registration Rights At any time after the date two years after the Closing Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

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