Demand Right definition

Demand Right has the meaning set forth in Section 2.1(a).

Demand Right has the meaning ascribed to such term in Section 2.1.1.

Demand Right shall have the meaning set forth in Section 2(a) hereof.

Examples of Demand Right in a sentence

• The Company shall cause any registration statement or post-effective amendment filed pursuant to the Demand Right granted under Section 8.2(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment.

• An Optional Conversion Holder must exercise the Optional Demand Right within the Optional Demand Period, or the Optional Demand Right shall terminate.

• An Automatic Conversion Holder must exercise the Demand Right within the Demand Period, or the Demand Right shall terminate.

• To exercise the Demand Right, an Automatic Conversion Holder shall transmit a notice (the “Demand Notice”) to the Corporation on or prior to the expiration of the Demand Period stating such Automatic Conversion Holder’s exercise of the Demand Right and the intended method of disposition in connection with such Automatic Conversion Holder’s Registrable Securities, to the extent known.

• Subject to Section 2.1(f) hereof, no other securities of the Company except securities held by any Holder, any Demand Right Holder, and any Person entitled to exercise "piggy back" registration rights pursuant to contractual commitments of the Company shall be included in a Demand Registration.

More Definitions of Demand Right

Demand Right. As defined in Section 3(a) hereof.

Demand Right is defined in Section 4(b)(i).

Demand Right has the meaning set forth in Section 5A(a).

Demand Right means the right of a Demand Percentage of the Holders to make one (1) demand for registration of the Registrable Shares as described in Section 2 of this Agreement.

Demand Right shall have the meaning ascribed to it in Section 2.1(a). “Determination Date” shall have the meaning ascribed to it in Section 2.2(d). “Disadvantageous Condition” shall have the meaning ascribed to it in Section 2.3(a). “Equity Equivalents” means any securities, rights, options or warrants (or similar securities) to purchase Common Stock, and or obligations of any type whatsoever that are, or may become, convertible into or exercisable for or exchangeable into Common Stock. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “FINRA” shall mean the Financial Industry Regulatory Authority or any successor regulatory authority. “Fully Diluted Outstanding Shares” means, at the relevant time, the number of Shares of Common Stock outstanding, assuming all Equity Equivalents then outstanding have been converted, exercised, or exchanged, as the case may be, into Shares of Common Stock at (if applicable) the then applicable conversion or exercise price. “Holders” shall mean (i) Southwest and (ii) any Permitted Transferees. “Information” shall have the meaning ascribed to it in Section 4.1(i). “Initial Notice” shall have the meaning ascribed to it in Section 3.1. “Inspectors” shall have the meaning ascribed to it in Section 4.1(i). “Lock-Up Period” shall have the meaning ascribed to it in Section 2.6(a). “Marketed Underwritten Shelf Take-Down” shall have the meaning ascribed to it in Section 2.2(c)(i). “Permitted Transferee” shall have the meaning ascribed to it in Section 2.9. “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. “Piggyback Notice” shall have the meaning ascribed to it in Section 3.1(a). “Piggyback Registration” shall mean any registration pursuant to Section 3.1(a). “Prospectus” shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the securities covered by such Registration Statement and, in each case, by all other amendments and supplements to such prospectus, including post-effective amendments and, in each case, all material incorporated by reference in such prospectus. ...

Demand Right substantially the same as Section 1.2 of the Sixth Amended and Restated Investor Rights Agreement attached as Exhibit C1 to the Stock Purchase Agreement ("Investor Rights Agreement"), except that (A) such Sanwa provision shall be modified to reflect the fact that Sanwa will be the only "Holder", as such term is used therein, (B) only one (1) registration may be effected thereunder, (C) the Demand Right may be exercised by Sanwa in its sole discretion at any time after one hundred eighty (180) days following the date of closing of the IPO, subject to the Lock-up, (D) the Demand Right shall expire on the date which is the earlier of (1) the one hundred eighty-first (181) day following the date the Lock-up shall expire or (2) the day Sanwa could sell within six months of such date all the Additional Shares then held by Sanwa pursuant to Rule 144 and (E) the Company shall bear all Registration Expenses but no Selling Expenses, as such terms are defined in Section 1.1 of the Investor Rights Agreement, in connection with the registration effected pursuant to the Demand Right upon terms substantially the same as Section 1.4 of the Investor Rights Agreement and (iv) provide that Sanwa may rely on the statements contained in the prospectus distributed to investors in the IPO as if the statements contained therein were made directly to Sanwa and that Sanwa shall be entitled to all rights and remedies that an investor in the IPO would have under applicable laws.

Demand Right is defined in Section 7(b)(i).