Right to Demand Registration. Commencing June 30, 2002, at any time or from time to time when the Shelf Registration Statement provided for in Section 2.1 has not become or is not effective under the Securities Act (including, but not limited to, if the Company is not eligible to effect a continuous offering using a Form S-3 registration statement in reliance upon Rule 415 under the Securities Act or any comparable successor form, Rule or statute), the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.2(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder and shares of Common Stock of any Person that has analogous incidental or "piggyback" registration rights which in either case shall have made a written request (which request shall specify the amount of Registrable Securities or shares of Common Stock to be registered) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its reasonable best efforts to cause to be filed with the SEC 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 method of disposition thereof specified in such Request. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statem...
Right to Demand Registration. Subject to the provisions hereof, (i) BRS may request an unlimited number of registrations with the Commission under and in accordance with the provisions of the Securities Act of all or part of their Common Stock included in the Registrable Securities on (x) Form S-1 or any similar or successor long-form registration ("Long-Form Registrations") and (y) on Form S-2 or S-3 or any similar or successor short-form registration following a Public Offering (as defined in the Shareholders Agreement) of Common Stock ("Short Form Registrations" and, together with Long Form Registrations, "Demand Registrations"), if available; (ii) the HCCP Entities in the aggregate may request three Short Form Registrations; (iii) the Xxxxx Entities in the aggregate may request three Short Form Registrations; and (iv) the Xxxxx Investors in the aggregate may request three Short Form Registrations; provided in each case that the aggregate proceeds reasonably expected from the sale of Registrable Securities (including Registrable Securities being sold by holders of Registrable Securities other than the party making the Demand Registration, as well as any sales by the Company for its own account) (i) pursuant to a Long Form Registration are $10 million or more and (ii) pursuant to a Short Form Registration are $2 million or more and; provided further that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition or public offering or other similar occurrence it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 days, and (ii) if the Company elects not to effect the Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement. Notwithstanding the foregoing, the Company shall have no obligation to effect any Short Form Registration except to the extent the Company is able to effect such Short Form Registration on Forms S-2 or S-3 or any similar or successor Short Form Registration. In addition, the Company shall have no obligation to effect any Demand Registration within one year of the date the Company shall have effected any other Demand Registration. Demand Registrations shall be Short Form Registrations whenever the Company is permitted to use any applicable Short Form. The Registration Expenses shall b...
Right to Demand Registration. Upon written request by Holders of at least a majority of the Registrable Securities delivered to the Company at any time after one hundred eighty (180) days after the date hereof, which request demands that the Company prepare and file a registration under the Securities Act covering the resale of all or part of the Registrable Securities, the Company shall use its best efforts to prepare and file a registration statement under the Securities Act covering the resale of such Registrable Securities that the Company has been so requested to register pursuant to this Section 2(c) within forty-five (45) days after receipt of such request; provided, however, that the Company shall not be obligated to file more than one (1) registration pursuant to this Section 2(c); and provided, further, that the Company may delay the filing of such registration during the 90-day period immediately following the commencement of any underwritten public offering of the Company’s equity securities. The Company may include in a registration filed pursuant to this Section 2(c) other securities of the Company for sale, for the Company’s account or for the account of any other Person. The Company will keep such registration filed pursuant to this Section 2(c) effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in such registration statement relating thereto, whichever first occurs.
Right to Demand Registration. (i) Subject to Section 2.1(c), at any time or from time to time after the Closing Date, the Required Holders shall have the right to request in writing that the Company register all or part of such Required Holders’ Registrable Securities (a “Request”) by filing with the SEC a Demand Registration Statement.
Right to Demand Registration. From and after February 4, 2001 and, subject to Section 4.1(d), each of (A) AT&T PCS, (B) a Qualified Holder, and (C) Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the shares of Common Stock then Beneficially Owned by the Management Stockholders (each a "Demanding Stockholder" and, collectively, the "Demanding Stockholders") shall have the right to make a written request to 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 pursuant to an underwritten offering (a "Demand Registration"), which request shall specify the number of Registrable Securities proposed to be sold by each Demanding Stockholder; provided, however, that (x) the Company need not effect a Demand Registration unless the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds to such Demanding Stockholder of at least $10 million, and (y) if the Board of Directors determines that a Demand Registration would interfere with any pending or contemplated material acquisition, disposition, financing or other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed one hundred twenty (120) days in any 360 day period. Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least three (3) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration; provided, however, that a Qualified Holder may, not more frequently than once in any twelve (12) month period, request that the Demand Registration be a shelf registration that is maintained continuously effective for a period of at least six (6) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration. A Demanding Stockholder may make a written request for a Demand Registration in accordance...
Right to Demand Registration. (1) Subject to Section 2(a)(iii), at any time or from time to time, each of the Investors shall have the right to request in writing that the Company register all or part of such Investor’s Registrable Securities (a “Request”) by filing with the SEC a Demand Registration Statement.
Right to Demand Registration. Following the second anniversary of the date of this Agreement and prior to the fifth anniversary of the date of this Agreement and subject to the restrictions contained in Section 2.2, if any Holder of Registrable Securities requests that the Company file a registration statement for a public offering of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form.
Right to Demand Registration. (a) If, at any time after the first anniversary of the date of the consummation of the Company's initial public offering of Common Stock, the Company shall receive a written request from Holders to register at least two-thirds of the shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock (of which not less then one-third of such shares will be Registrable Securities originally subject to this agreement), all of which are at such time eligible for registration hereunder (a "Demand Notice"), the Company shall promptly give written notice of such proposed registration to all other Holders and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by the Holders who shall respond in writing to the Company's notice within 10 days after receipt by the Holders in question of such notice (which response shall specify the number of Registrable Securities proposed to be included in such registration); provided, however, that in the event the number of Registrable Securities included in the registration is reduced pursuant to Section 4.1, the registration shall not be counted as the demand for registration by any Holder for purposes of Section 2.1(c) unless at least two-thirds of the Registrable Securities and all other shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock and registered to be included in the proposed registration shall be so included.
Right to Demand Registration. Subject to SECTION 2(B), SECTION 2(E) and SECTION 5 hereof, any holder of Registrable Common Stock may make a written request to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act of the disposition of all or part of the Registrable Common Stock (a "DEMAND REGISTRATION"). Subject to SECTION 2(B), all requests made pursuant to this SECTION 2(A) will specify the aggregate amount of Registrable Common Stock to be registered, will specify the intended methods of disposition thereof and will specify whether the registration statement to be filed is a "shelf" registration statement ("SHELF REGISTRATION STATEMENT") pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission). If any holder intends to dispose of any of the Registrable Common Stock pursuant to an underwritten offering, the holder will have the right to select the underwriter, which shall be reasonably acceptable to the Company. No securities other than Registrable Common Stock may be registered in connection with a Demand Registration without the consent of the holders of a majority of the outstanding Registrable Common Stock whose shares are subject to such Demand Registration.
Right to Demand Registration. The Company, as expeditiously as possible following a Request, shall use its best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the 1933 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 Request or further requests.
