Shelf Requesting Holders definition

Shelf Requesting Holders shall have the meaning given in Section 2.1.4.

Shelf Requesting Holders means one or more Holders (other than Management Holders) holding 5% or more of the shares of Registrable Common Stock outstanding on the Shelf Request Date (excluding shares held by Management Holders).

Shelf Requesting Holders means (i) after the initial Public Offering of the Company (or a successor entity), one (1) or more Holders (other than Management Holders, who shall have no request rights under Section 2(a)), which, together with their Affiliates, beneficially own at least twenty percent (20%) of the shares of Registrable Common Stock outstanding on the Shelf Request Date (excluding shares held by Management Holders) or (ii) on or after the second anniversary of the Effective Date (but prior to the initial Public Offering of the Company (or a successor entity)), one (1) or more Holders (other than Management Holders, who shall have no request rights under Section 2(a)), which, together with their Affiliates, beneficially own at least a majority of the shares of Registrable Common Stock outstanding on the Shelf Request Date (excluding shares held by Management Holders).

Examples of Shelf Requesting Holders in a sentence

• The Shelf Requesting Holder(s) shall make such election by delivering to the Company a written request (a “Shelf Takedown Request”) for such offering specifying the number of Registrable Securities that such Shelf Requesting Holder(s) desire to sell pursuant to such Shelf Takedown.

• The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by Shelf Requesting Holder(s).

• The Company shall, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Takedown Request, unless a longer period is agreed to by the Shelf Requesting Holder(s)), facilitate such Shelf Takedown.

• Shelf Requesting Holders may request the Company to file a shelf registration statement (a “Shelf Registration Statement”) pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”) providing for the sale by the Holders of any or all of the Registrable Common Stock held by such Shelf Requesting Holders (the date of such request, the “Shelf Request Date”) and any or all of the Registrable Common Stock held by other Holders who comply with the requirements of this Section 2(a).

• In the case of a Shelf Suspension, the Shelf Requesting Holders agree to suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above.

• Notwithstanding the delivery by the Company of any notice of a Shelf Takedown Request, but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Shelf Takedown and as to the timing, manner, price and other terms of any Shelf Takedown contemplated by this Subsection 2.1(d) shall be determined by the Shelf Requesting Holder(s).

• The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement 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 Shelf Requesting Holders holding a majority of Registrable Securities that are included in such Shelf Registration Statement.

• The Company shall, as expeditiously as possible (and in any event within five (5) Business Days after the receipt of a Shelf Takedown Request, unless a longer period is agreed to by the Shelf Requesting Holder(s)), facilitate such Shelf Takedown.

• The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Shelf Requesting Holder(s).

• Shelf Requesting Holders may make such request at any time after the earlier to occur of (i) the completion of an initial Public Offering of the Company (or a successor entity) or (ii) the second anniversary of the Effective Date.

More Definitions of Shelf Requesting Holders

Shelf Requesting Holders means (i) after the effectiveness of a Shelf Registration Statement or the initial Public Offering of the Company (or a successor entity), one

Shelf Requesting Holders means one or more Holders (other than Management Holders) holding 10% or more of the shares of Registrable Common Stock outstanding on the Shelf Request Date (excluding shares held by Management Holders).

Shelf Requesting Holders means one (1) or more Holders, which, together with their Affiliates, beneficially own at least fifteen percent (15%) of the shares of Registrable Common Stock outstanding on the Shelf Request Date.

Shelf Requesting Holders means one or more Holders holding 10% or more of the aggregate principal amount of the Registrable Notes outstanding on the Shelf Request Date.

Shelf Requesting Holders means one or more Holders (other than Management Holders or Non-Management Holders) holding 45% or more of the shares of Registrable Common Stock outstanding on the Shelf Request Date (excluding shares held by Management Holders or Non-Management Holders).