Demand by Holder Clause Samples
Demand by Holder. (i) At the request of Holder received prior to the 12 month period following the Listing (a “Registration Demand”), but in no event prior to the earlier of (A) 120 days following the Effective Date and (B) 14 days after the date all financial statements required to be filed in connection with the filing of a Registration Statement shall have been completed in the ordinary course of business, the Issuer shall use commercially reasonable efforts to file with the SEC a Registration Statement providing for the Registration and sale of all or part of the Registrable Securities by the Holder thereof and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly thereafter as reasonably practicable. Such requested Registration shall hereinafter be referred to as a “Demand Registration.” As promptly as reasonably practicable, but no later than five Business Days after receipt of a Registration Demand, the Issuer shall give written notice of such requested registration to all Holders of Registrable Securities. The Registration Demand shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Subject to Section 2.1(e), the Issuer shall, as expeditiously as possible following a Registration Demand, cause to be filed with the SEC a Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Issuer has been so requested to register by all such Holders (the “Demand Registration Statement”) to the extent necessary to permit the disposition of such Registrable Securities to be registered in accordance with the intended methods of disposition thereof specified in such Registration Demand. The Issuer shall use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration open for the period specified in Section 2.1(d).
(ii) The Issuer also may elect to include in such Registration additional securities of the class or classes of the Registrable Securities to be registered hereunder, including securities to be sold for the Issuer’s own account or for the account of Persons who are not Holders of Registrable Securities.
Demand by Holder. Subject to the further terms and conditions of this Agreement, if, at any time after the first anniversary date of this Agreement, Holder notifies the Company that it desires to sell or distribute to the public at least 25% of the Registrable Shares (which request shall specify the number of Registrable Shares intended to be disposed of by Holder and the intended method of disposition thereof), the Company shall use its reasonable efforts to cause the Registrable Shares for which Holder has requested registration to be registered under the Securities Act.
Demand by Holder. In addition to the terms of the Guaranty set forth in SECTION 2.1 hereof, and in no manner imposing any limitation on such terms, it is expressly understood and agreed that if, at any time, the outstanding principal amount of the Guaranteed Obligations under the Secured Note (including all accrued interest thereon) is declared to be immediately due and payable, then Guarantor shall, without demand, pay the entire outstanding Guaranteed Obligations due and owing to Holder. Payment by Guarantor shall be made to Holder in immediately available funds to an account designated by Holder, at the address set forth herein for the giving of notice to Holder, or at any other address that may be specified in writing from time to time by Holder, and shall be credited and applied to the Guaranteed Obligations in accordance with the Security Agreement.