Right to Demand. At any time after a Triggering Event, the Demand Holders may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5...
Right to Demand. Upon the terms and subject to the conditions of this Agreement, Holders of at least a majority of the aggregate amount of outstanding Registrable Securities shall have the right, by written notice (the “Demand Notice”) given to the Company, to request the Company to register under and in accordance with the provisions of the Securities Act all or part of the Registrable Securities designated by such Holders (a “Demand Registration”). Upon receipt of any such Demand Notice, the Company will promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Securities in the proposed registration by giving notice to the Company within five days after the Holder receives such notice; provided, however, that Holders joining in a proposed registration pursuant to this sentence shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b) hereof and such Holders shall be included in such registration on the basis set forth in Section 2(h) hereof. The Company shall not be required to register any Registrable Securities under this Section 2 unless the anticipated aggregate offering price to the public for any such offering of the Registrable Securities included in such Demand Notice is expected to be at least $1 million.
Right to Demand. Subject to Paragraph 4.2(b) hereof, at any time after the date of this Agreement and on or prior to three years from the date of this Agreement, the Initiating Holders (as defined in paragraph 4.2(f) below) may make a written request (each, a "Demand Request") to the Company for registration under the Securities Act of all or part of their Registerable Securities (each, a "Demand Registration"). Within ten days after receipt of a Demand Request, the Company shall deliver a written notice (the "Notice") of such Demand Request to all other Rightsholders. The Company will include in such Demand Registration all Registerable Securities with respect to which the Company has been given written requests (each, "Tag-Along Request") for inclusion therein within twenty days after the giving of the Notice. Each and every Demand Request shall be required to specify the aggregate amount of the Registerable Securities to be included in such Demand Registration, the amount of Registerable Securities to be registered for each of the Initiating Holders and the intended method(s) of disposition thereof, including whether or not such Demand Registration or portion thereof is to relate to an underwritten offering, the name of the managing underwriter(s), if any, and the terms of any such underwriting. Each and every Tag-Along Request shall be required to specify the amount of Registerable Securities to be registered in the Demand Registration and the intended method(s) of disposition thereof, including whether or not the Registerable Securities subject to such Tag-Along Request or portion thereof is to relate to an underwritten offering, the name of the managing underwriter(s), if any, and the terms of any such underwriting.
Right to Demand. On two occasions, the holders of 33% or more of the Registrable Securities may make a written request of the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities (a "Demand Registration"); provided, however, that (i) the Company shall not be required to file a Registration Statement (defined below) relating to such Demand Registration with the Commission (A) until at least 90 days have passed from the date of this Agreement and (B) less than 45 days have passed since the date the holders of the Registrable Securities request such registration, the Company shall pay a 20% penalty to all holders of the Registrable Securities in cash or additional shares of Common Stock (valued at the average closing price of the Company's Common Stock for the 10 trading days prior to the date that the Registration Statement was to have been filed) at the Company's sole election in the event that the Company fails to file the Registration Statement timely(ii) the Company need not effect a Demand Registration unless such Demand Registration shall include at least 75% of the Registrable Securities originally issued to the Investors under the Subscription Agreement, (iii) the Company may, if the Board of Directors determines in the exercise of its good faith judgment that effecting such Demand Registration at such time would have a substantial adverse effect on the Company, defer such Demand Registration for a single period not to exceed 90 days, - (iv) if the Company elects to defer any Demand Registration pursuant to (iii) above, no Demand
Right to Demand. Upon the terms and subject to the conditions of this Agreement, Holders (the “Requesting Holders”) shall have the right, by written notice delivered to the Company (the “Demand Notice”), to request that the Company register for resale under and in accordance with the provisions of the Securities Act the number of Registrable Securities designated by such Holders (a “Demand Registration”). Promptly following its receipt of a Demand Notice, the Company will notify other Holders, if any, of the proposed registration and allow them the opportunity to include Registrable Securities in such registration. Holders that elect to participate in such registration shall provide written notice of such election to the Company within ten business days of their receipt of notice from the Company.
Right to Demand. Subject to the limitations set forth in Section 2(a)(ii), at any time or from time to time, the Required Demand Holders shall have the right to request in writing that the Company register all or part of such Required Demand Holders’ Registrable Securities not then already covered by another Registration Statement (a “Demand”) by filing with the Commission a Demand Registration Statement. As promptly as practicable, but no later than five (5) days after receipt of a Demand, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2(c)(iv), the Company shall include in a Demand Registration (A) the Registrable Securities intended to be disposed of by the Initiating Demand Holders and (B) the Registrable Securities intended to be disposed of by any other Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within twenty (20) days after the receipt of such written notice from the Company. The Company shall, as promptly as possible following a Demand (but in no event later than the applicable Filing Deadline), cause to be filed with the Commission a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of disposition thereof specified in such Demand or further requests.
Right to Demand. At any time and from time to time after June 5, 2000, each of Nassau, Kamine, AT&T and the Majority Series C Holders (each of which is referred to in this Section 6 as a "Demand Holder") may request the Company to register its Registrable Securities in the manner set forth herein by written notice (the "REGISTRATION NOTICE") to the Company only if a disposition of the Registrable Securities may not, in the opinion of the Demand Holder, be effected in the public marketplace (as opposed to a private transaction under the Securities Act) at equally favorable net terms to the Demand Holder without registration of such shares under the Securities Act. In the event that the Company receives a Registration Notice, the Company shall effect a registration under the Securities Act of the number of Registrable Securities determined in accordance with Section 6.1(c) on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS") or on Form S-2 or S-3 or any similar short-form registration ("SHORT-FORM REGISTRATIONS") if available. All registrations requested pursuant to this Section 6.1(a) are referred to herein as "DEMAND REGISTRATIONS.
Right to Demand. At any time or from time to time the Majority Stockholder may make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the “Request Notice”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by the Majority Stockholder (a “Demand Registration”). A registration pursuant to this Section 3.02 will be on such appropriate form of the Commission as shall be selected by the Majority Stockholder and be reasonably acceptable to the Company and as shall permit the intended method or methods of distribution specified by the Majority Stockholder, including a distribution to, and resale by, the partners or Affiliates of the Majority Stockholder. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 3.01 and thereupon the Company will, subject to Section 3.01(c) and 3.02(d) hereof, use its reasonable best efforts to effect the prompt registration under the 1933 Act of:
Right to Demand. 3 (b) Number of Demand Registrations; Payment of Expenses....................................4 (c)
Right to Demand. At any time and from time to time following the consummation of a Qualified IPO, a Holder or a group of Holders holding, together with their Affiliates, at least fifteen percent (15%) of the then outstanding Registrable Securities (a “Demand Group”, and each member of such group a “Demanding Holder”) shall have the right, by delivering a written notice to the Company (a “Demand Notice”), to require the Company to register under and in accordance with the provisions of the Securities Act the number of Registrable Securities owned by the Demanding Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that the Holders in the aggregate shall not be entitled to deliver to the Company more than (i) one (1) Demand Notice in any 6-month period or (ii) twelve (12) Demand Notices over the term of this Agreement. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities, provided, however, that the Company shall not be required to cause the offering with respect to a Demand Registration to be a marketed or underwritten offering unless the Demand Group holds at least ten percent (10%) of the outstanding Registrable Securities on the date that the Demand Notice with respect to such Demand Registration is delivered to the Company pursuant to this Section 1.1 of this Agreement
