Demand Clause Samples

Demand. Upon the occurrence of an Event of Default, the Guarantor shall, on demand by the Trustee, forthwith pay to the Trustee all Guaranteed Obligations for which such demand was made.

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have the right to require Echo to effect the registration under the Securities Act of all or part of the Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statem...

Demand. (i) At any time during the eighteen-month period following the Release Date (as such period may be extended in connection with a postponement of the filing, or a withdrawal, of the applicable registration statement for a Valid Business Reason, as provided below), Holders holding more than the Minimum Amount may request in writing that the Company effect a Registration under the Securities Act of any of the Registrable Securities (a "Demand Registration"). In the event the Demand Registration is underwritten, the Company shall select an underwriter reasonably satisfactory to the Holders participating in the Registration. If the Board of Directors of the Company, in its good faith judgment, determines that a Demand Registration should not be made or continued because (x) it would interfere with any material financing, acquisition, reorganization, merger, or other transaction involving the Company or any of its subsidiaries, (y) any required financial statements are unavailable for reasons substantially beyond the Company's control, or (z) any other event or condition the disclosure of which would be materially disadvantageous to the Company or any of its subsidiaries taken as a whole (each of the foregoing a "Valid Business Reason"), then (i) the Company may postpone filing a registration statement relating to the Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred twenty (120) days, and (ii) in case a registration statement has been filed relating to a Demand Registration, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than one hundred twenty (120) days. In the event a Valid Business Reason exists and the Company either postpones the filing of a registration statement relating to a Demand Registration or causes a registration statement to be withdrawn or postpones amending or supplementing such registration statement and, as a result, there is a delay in effecting such Demand Registration for a period exceeding ninety (90) days, then Holders holding a majority of the Registrable Securities included in such Registration may withdraw the request therefor and, in such event, the request will not count for purposes of the limit set forth in Section 2(b)(ii). (ii) The Company shall not be obligated to effect...

Demand. Upon termination of this contract, either party or the Escrow Agent may send a release of ▇▇▇▇▇▇▇ money to each party and the parties shall execute counterparts of the release and deliver same to the Escrow Agent. If either party fails to execute the release, either party may make a written demand to the Escrow Agent for the ▇▇▇▇▇▇▇ money. If only one party makes written demand for the ▇▇▇▇▇▇▇ money, Escrow Agent shall promptly provide a copy of the demand to the other party. If Escrow Agent does not receive written objection to the demand from the other party within 15 days, Escrow Agent may disburse the ▇▇▇▇▇▇▇ money to the party making demand reduced by the amount of unpaid expenses incurred on behalf of the party receiving the ▇▇▇▇▇▇▇ money and Escrow Agent may pay the same to the creditors. If Escrow Agent complies with the provisions of this paragraph, each party hereby releases Escrow Agent from all adverse claims related to the disbursal of the ▇▇▇▇▇▇▇ money.

Demand the Lender may demand payment from any Obligor without first making demand on the Borrower;

Demand. Either or both of the Ally Parties may demand immediate payment in full of all Obligations owed by Dealership to such Ally Party(ies).

Demand. Subject to the terms of this Agreement, Agent shall make demand for repayment by Borrowers of all Liabilities owing by Borrowers hereunder, after the occurrence of an Event of Default, upon the written request of Requisite Lenders. Agent shall make such demand in such manner as it deems appropriate, in its sole discretion, to effectuate the request of the Requisite Lenders. Nothing contained herein shall limit the discretion of Agent to take reserves, to deem certain Accounts and Inventory ineligible, or to exercise any other discretion granted to Agent in this Agreement.

Demand. Protest. Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees at any time held by Bank on which Borrower may in any way be liable.

Demand. The Administrative Agent may make demand in writing to any Guarantor at any time and from time to time after the occurrence of and during the continuance of an Event of Default, each such written demand to be accepted by such Guarantor as complete and satisfactory evidence of the amount of the Guaranteed Obligations to be paid by such Guarantor absent manifest error. Each Guarantor shall pay to the Administrative Agent such amount or amounts payable under this Guarantee immediately upon such written demand.