Demand Initiating Holders definition

Demand Initiating Holders has the meaning set forth in Section 3.2(a).

Demand Initiating Holders means the Sponsor Investors or the Sharma Investors, as applicable, who request a Demand Registration pursuant to Section 1(a).

Demand Initiating Holders shall have the meaning set forth in Section 2(b).

Examples of Demand Initiating Holders in a sentence

• If the Demand Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an Underwritten Offering, they shall so advise PubCo as part of their demand made pursuant to this Section 3.2, and PubCo shall include such information in the written notice referred to in Section 3.2(a)(i).

• If the Demand Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an Underwritten Offering, they shall so advise PubCo as part of their demand made pursuant to this Section 3.2, and PubCo shall include such information in the written notice referred to in Section 3.2(a).

• Each request for a Demand Registration by the Demand Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

• The Demand Initiating Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Offering shall have the right to select the Underwriter or Underwriters to administer such Underwritten Offering with the prior written approval of PubCo (such approval shall not be unreasonably withheld by PubCo).

• If the Demand Initiating Holders desire to sell Registrable Securities pursuant to an underwritten offering, then the Demand Initiating Holders may deliver to the Company a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Demand Initiating Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”).

• PubCo, together with all holders of Registrable Securities of PubCo proposing to distribute their securities through such Underwritten Offering, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected by the Demand Initiating Holders and reasonably satisfactory to PubCo (as evidenced by PubCo’s prior written approval thereof, which shall not be unreasonably withheld).

• If the Demand Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an Underwritten Offering, they shall so advise PubCo as part of their demand made pursuant to this Section 3.2 PubCo shall include such information in the written notice referred to in Section 3.2(a).

• If the Demand Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an Underwritten Offering, they shall so advise PubCo as part of their demand made pursuant to this ‎Section 3.2, and PubCo shall include such information in the written notice referred to in ‎Section 3.2(a)(i).

• The underwriter or underwriters in connection with any such distribution shall be selected by Parent, which underwriter(s) shall be subject to the approval of a majority in interest of the Demand Initiating Holders (which approval shall not be unreasonably withheld).

• Such other Holders must give notice of their election to participate in the Demand Offering to the Demand Initiating Holders and the Company within five (5) Business Days of receipt of such notice.