Demand Rights definition

Demand Rights shall have the meaning ascribed to it in Section 2.1(a).

Demand Rights. The WME Member will be entitled to six demand registrations in the aggregate, each Sponsor Investor will be entitled to four demand registrations in the aggregate, each Rollover Investor will be entitled to one demand registration in the aggregate, and the Former Preferred Investor, solely with respect to its Converted Units, will be entitled to a number of demand registrations equal to the greater of (i) one, if such Former Preferred Investor is unable to sell under Rule 144 of the Securities Act without the volume or manner of sale restrictions under such rule eighteen months after the IPO, or (ii) from and after the IPO, the equivalent number of demand registrations afforded to any other Common Unit holder who, together with its Affiliated entities, as of immediately prior to the IPO, holds the same number of or fewer Common Units compared to the Former Preferred Investor and its Affiliated entities as of immediately prior to the IPO; provided, that, in each case, the anticipated aggregate offering price, net of underwriting discounts and commissions, exceeds $50,000,000 (each Investor entitled to a demand registration pursuant to this paragraph, a “Demand Investor”). Any non-initiating party may participate in demand registrations or marketed or non-marketed underwritten shelf take-downs (which, in the case of non-marketed underwritten shelf take-downs, shall include appropriate notice provisions designed to take into account the anticipated abbreviated period of time that the holders of Registrable Securities will have to exercise such participation right in connection with any such non-marketed underwritten shelf take-down). The party initiating the demand registration may choose the underwriter to be used. The initiating party of a demand offering (including a marketed take-down) can abandon the offering without losing a demand right if (a) such party pays the Company’s registration expenses or (b) the Company or its stock price has undergone a material adverse change since the demand notice. The Company will reasonably assist and cooperate in the marketing process for demand registrations.

Demand Rights has the meaning set forth in Section 12(a) hereof.

Examples of Demand Rights in a sentence

• The Free Video On Demand Rights, the PPV Video On Demand Rights and the Subscription Video On Demand Rights.

• Thereafter, the Company shall be obligated to effect two Marathon Demand Rights and two Xxxxxxx Family Demand Rights.

• If a Demand Rights Holder makes a request pursuant to this Section 2.02(a) to file a Shelf Registration Statement, the Company shall promptly (and, in any event, within three (3) Business Days) notify the other Demand Rights Holders.

• The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Demand Rights Holders.

• Each Demand Rights Holder shall be entitled to one Shelf Takedown Request for each Demand Registration such Holder may be entitled to pursuant to Section 2.01(b) and any additional Shelf Takedown Request shall count as an additional Demand Registration for purposes of Section 2.01(b).

• If a Demand Rights Holder transfers Registrable Securities pursuant to Section 3.06, the denominator referred to above will be decreased by such amount of Registrable Securities transferred.

• At any time prior to or after the filing of a Shelf Registration Statement, any of the Demand Rights Holders may request that the number of its Registrable Securities (if any) previously requested to be registered on such Shelf Registration Statement be increased to a larger number of its Registrable Securities and the Company shall thereafter use its reasonable best efforts to effect such increase for such Shelf Registration Statement as promptly as practicable thereafter.

• In the case of an Underwritten Offering under Sections 2.01 or 2.02, the price, underwriting discount and other financial terms for the Registrable Securities shall be determined by the Demanding Holder(s) (or, in the case of a Shelf Registration, the Demand Rights Holder(s) selling Registrable Securities under the Shelf Registration Statement).

• Without the consent of the Demand Rights Holders holding a majority of the Registrable Securities held by all Demand Rights Holders then outstanding, the Company shall not enter into any other agreement granting to any Person registration or similar rights the terms of which are senior to or pari passu with the registration rights granted to the Holders hereunder.

• From and after such time as the Issuer causes a Shelf Registration Statement (as defined herein) to be declared effective and covering all of the Certificates, and for so long as such Shelf Registration Statement is effective under the 1933 Act, the Purchaser shall have no Demand Rights under this Section 1.

More Definitions of Demand Rights

Demand Rights. Market Stand-off The Stockholders shall have the right, on one occasion (including following such time as the Stockholders are permitted to Sell their shares of BDPH Common Stock without regard to the volume limitations of Rule 144 under the Securities Act) following 180 days after the initial public offering of BDPH Common Stock, to cause the Company to file a registration statement in connection with the proposed sale of all shares of BDPH Common Stock by the Stockholders, provided, that Blackstone and any other holder of registration rights shall have the right to participate in such offering in proportion to the relative sizes of their holdings of BDPH Common Stock and the Board may delay such registration for no longer than 180 days pursuant to a customary black-out provision, provided, further, that if the Stockholders are unable to sell all of the shares requested to be included in such offering because of Blackstone's and other holders of registration rights participation in the offering, then the Stockholders shall be granted a like additional demand. The Company shall pay all expenses of such offerings (other than underwriting discounts, selling commissions and fees of counsel to the Stockholders or other experts hired directly by Stockholders). The Company and the Stockholders shall reasonably mutually agree upon the managing underwriters of such offerings. The Stockholders shall, upon request, execute 180 day market stand-offs in connection with the initial public offering of the Company and 90-day standoffs on any subsequent offering.

Demand Rights. Availability: Beginning after the expiry of the transfer restrictions applicable to the given securities of the Company Shareholders’ or the Founders, as the case may be, the Company Shareholders (as a group as determined by a majority-in-interest) and the Founders (as a group as determined by a majority-in-interest) may issue to Parent a written request (a “Demand Notice”) that Parent effect the registration of all or any portion of their Registrable Securities (a “Demand Registration”). Parent shall not be required to (i) effect more than two (2) Demand Registrations initiated by the Founders or more than four (4) Demand Registrations initiated by the Company Shareholders or (ii) effect a Demand Registration (x) requested by the Founders if such Founders request a registration of shares with a value of less than $2,000,000 or (y) requested by the Company Shareholders if such Company Shareholders request a registration of shares with a value of less than $20,000,000.

Demand Rights. If, upon the earlier of three (3) years from the closing of the First Tranche or six months after the effective date of any Registration, Investors holding at least 30% of the Common Shares issued or issuable upon conversion of the Preferred Shares, except resulting from the Pay to Play provision (“Registrable Securities”), make a written request that the Company file a registration statement under the Securities Act of 1933 for at least 20% of their shares for the first registered offering of the Company (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed USD $10,000,000), or any amount of Common Shares after the first registered offering of the Company, the Company will promptly give notice of such requested registration (each such request referred to herein as a “Demand Registration”) at least fifteen (15) business days after receipt of a Demand Registration to the other shareholders and thereupon will use its commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of 1933 of all Registrable Securities for which the requesting Investor has requested registration under this Clause 10.1 within ninety (90) days after such request. This registration right shall be limited to two (2) Demand Registrations (in addition to S-3 registrations described below).

Demand Rights. If HTVN requests that the Company file a Registration Statement having an aggregate offering price to the public of not less than $10,000,000 nor comprising less than 20% of the Registrable Securities, the Company will use its best efforts to cause such shares to be registered for resale to the public; provided, however, that the Company shall not be obligated to effect any such registration before the earlier of December 31, 2004 or six months after the occurrence of a Qualified IPO. The Company shall have the right to delay such registration under certain circumstances for periods not in excess of ninety (90) days in the aggregate in any twelve (12) month period. In connection with any such registration, the Company will enter into customary agreements with the underwriters selected by the Investors. The Company shall not be obligated to effect more than one (1) registration under these demand right provisions, and shall not be obligated to effect a registration during the forty-five (45) day period prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration affecting the Company's initial public offering. Any demand registration shall include only the Registrable Securities held by HTVN. COMPANY REGISTRATION: HTVN shall be entitled to "piggy-back" registration rights on all registrations of the Company or on any demand registrations of any other investor subject to the right, however, of the Company and its underwriters (in the case of Company-initiated registrations) to reduce the number of shares proposed to be registered pro rata among the piggy-back holders in view of market conditions.

Demand Rights means the rights of any shareholder of the Corporation to require the Corporation to register or qualify Shares for distribution to the public.