Common use of Stockholder Demand Rights Clause in Contracts

Stockholder Demand Rights. (a) Subject to the terms and conditions of this Agreement, upon written notice delivered by a Registration Party (a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities held by the Registration Parties, which Demand shall specify the number and type of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such Demand to all other Stockholders and other Persons who may have piggyback registration rights with respect to such Demand Registration and shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of (x) the Registrable Securities which the Company has been so requested to register by such Stockholders in the Demand, and (y) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered. There shall be no limit to the number of occasions on which any Registration Party may make Demands, including with respect to requests for the filing of a Shelf Registration Statement; provided, that no Registration Party (other than MW or his Permitted Transferees) shall be entitled to make a Demand pursuant to this Section 5.2 unless such Registration Party, together with all other Registration Parties delivering the Demand, are requesting the registration of Capital Stock with an aggregate estimated market value of at least $25,000,000. In connection with the Transfer of Registrable Securities to any Person, a Registration Party may assign (i) the right to exercise one Demand pursuant to this Section 5.2(a) with respect to each $25,000,000 in fair market value of consideration received by such Registration Party in such Transfer and (y) the right to participate in any registration pursuant to the terms of Section 5.3; provided, that in no event shall any such transferee have the right to effect a Demand for a Shelf Registration Statement or require management of the Company to participate in any road show pursuant to Section 5.7(p) unless such transferee owns at least 15% of the outstanding Common Stock. In the event of any such assignment, references to the Registration Parties in this Section 5.2(a) and in Section 5.4(a) shall be deemed to refer to the relevant transferee, as appropriate. The relevant Registration Party shall give prompt written notice of any such assignment to the Company and the other Stockholders. Notwithstanding the foregoing, prior to the initial public offering of Capital Stock by the Company, no Demand by a Registration Party shall be effective, and the Company shall not be required to take the actions described in this Section 5.2(a) without the affirmative consent or approval of a majority of the Non-Management Directors.

Stockholder Demand Rights. (a) Subject to the terms and conditions of this Agreement, and at any time after the consummation of a Public Offering Event, upon written notice delivered by a Registration Party (a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities held by the Registration Parties, which Demand shall specify the number and type of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such Demand to all other Stockholders and other Persons who may have piggyback registration rights with respect to such Demand Registration and shall use its best efforts to file the Demand Registration within 60 days of the Demand in order to effect the registration under the Securities Act and applicable state securities laws of (xi) the Registrable Securities which the Company has been so requested to register by such Stockholders Registration Parties in the Demand, and (yii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within thirty twenty (3020) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), and to cause the same to be declared effective by the SEC as promptly as practicable thereafter, all to the extent requisite to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered. There shall be no limit to the number of occasions on which any Registration Executive Stockholder or any GEI Party may make Demands, including with respect to requests for the filing of a Shelf Registration Statement; provided, that no . No Registration Party (other than MW or his Permitted Transferees) shall be entitled to make a Demand pursuant to this Section 5.2 unless such Registration Party, together with all other Registration Parties delivering the Demand, are requesting the registration of Capital Common Stock with an aggregate estimated market value of at least $25,000,00015,000,000. In connection with the Transfer of Registrable Securities to any PersonGEI Transferee or Executive Transferee, a Registration Party may assign (i) the right to exercise one a Demand Registration pursuant to this Section 5.2(a) with respect to each $25,000,000 in fair market value of consideration received by such Registration Party in such Transfer and and/or (yii) the right to participate in any registration pursuant to the terms of Section 5.3; provided, that in no event shall any such transferee have the right to effect a Demand for a Shelf Registration Statement or require management of the Company to participate in any road show pursuant to Section 5.7(p) unless such transferee owns at least 15% of the outstanding Common Stock. In the event of any such assignment, references to the Registration Parties in this Section 5.2(a) and in Section 5.4(a) shall be deemed to refer to the relevant transferee, as appropriate. The relevant Registration Party shall give prompt written notice of any such assignment to the Company and the other Stockholders. Notwithstanding the foregoing, prior to the initial public offering of Capital Stock by the Company, no Demand by a Registration Party shall be effective, and the Company shall not be required to take the actions described in this Section 5.2(a) without the affirmative consent or approval of a majority of the Non-Management Directors.