Demand Procedures Clause Samples
Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 or Section 1.3 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares of Common Stock proposed to be registered and sold) within ten (10) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable, use its best efforts to (i) file with the SEC under the Act a registration statement on an appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) cause the registration statement to be declared effective. At the request of the Institutional Investors making such demand, the Company shall cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Institutional Investors and approved by the Company, such approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and the Institutional Investors with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, and Other Shareholders intending to participate in such proposed registration must agree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than three (3) registrations in total requested by the Institutional Investors under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in...
Demand Procedures. (i) Any Offering Request shall specify: (i) the approximate aggregate number of Registrable Securities requested to be registered or offered for sale in such Offering Request, (ii) the intended method of disposition in connection with such Offering Request, to the extent then known and (iii) the identity of the Demanding Holder or Demanding Holders.
(ii) In connection with any Offering Request, the Demanding Holder(s) and Company management shall jointly participate in the process of selecting the investment banking firms that will serve as lead and co-managing underwriters with respect to such underwritten offering. In addition, the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering. Notwithstanding any other provision of this Section 3, if the managing underwriter(s) advise the Demanding Holder(s) in writing that marketing factors require a limitation of the number of shares to be underwritten in a Holder-initiated registration or offering, the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as follows:
(A) first, among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included in the registration or underwritten offering;
(B) second, to the Company; and
(C) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offering.
Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable, use commercially reasonable efforts to (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) cause the registration statement to be declared effective. At the request of participating Holders holding a majority of the Registrable Securities being registered, the Company shall cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by such participating Holders and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two registrations requested by the Holders under Section 1.1.1, provided, however, that any such request shall be deemed satisfied only when a registration statement covering more than 75% of the Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Holders, has become effective.
Demand Procedures. (a) Upon receipt of a Post-IPO Demand Request, the Company shall promptly deliver notice of such a request to all other Holders of Registrable Securities, if any, who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein.
(b) The Company will use commercially reasonable efforts to effect the registration of all Registrable Securities whose Holders request participation in such registration under the Securities Act subject to the provisions of this Section 2 hereunder and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect a registration pursuant to a request under this Section 2: (i) after two (2) such Post-IPO Demand (per Initiating Holder) registrations pursuant to this Section 2 have been declared effective, or (ii) during the period starting with 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on the date which is one hundred and eighty days (180) following the effective date of, a Company-initiated registration, or (iii) in any jurisdictions which require it to qualify to do business or subject itself to general service of process therein.
(c) The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed one hundred and twenty (120) days in the aggregate during any twelve (12) month period, if (A) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its shareholders, or (B) the Board of Directors determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness, and provided, further that (x) the Company shall not registe...
Demand Procedures. Whenever the Investor has requested that any Registrable Securities be offered pursuant to Section 2.2 hereof, the Company will use commercially reasonable efforts to effect the offering and sale of such Registrable Securities in a Demand Offering in accordance with the intended method of disposition thereof as soon as is possible, but commencing no later than the Required Commencement Date, and in connection with any such request, the Company will (unless the Majority Requesting Investors (acting through the Investor Representative) consent otherwise):
(a) prepare and, if applicable, file with the CNBV, the Bolsa, the SEC, any securities exchange or market or inter-dealer quotation system on which the Company's securities are then listed or quoted and any other United States, Mexican or foreign federal or state governmental body or agency, or all of them, as may be applicable for the type of Demand Offering, a formal request for authorization, an offering circular with respect to a Rule 144A Offering or appropriate offering materials for another type of Demand Offering, or a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and that is available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use commercially reasonable efforts and proceed diligently and in good faith to obtain and maintain such authorization, to finalize such offering circular or other offering materials, and to cause such filed registration statement to become and remain effective under the Securities Act; provided that (i) at least 20 days before filing a formal request for authorization, circulating a preliminary offering circular or other offering materials, or filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the Investor and to one counsel (which may include one local counsel in each applicable country) selected by the Investor (acting through the Investor Representative), copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and shall thereafter furnish revised drafts and definitive versions of all such documents when they are circulated to the working group for the Demand Offering, and (ii) after the filing of the formal request
Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 2(a) (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within ten (10) Business Days after receipt of such notice from the Company. The Company shall thereafter, as promptly as practicable, use commercially reasonable efforts to (i) file with the Commission under the Securities Act a Registration Statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders, (ii) cause the Registration Statement to be declared effective, and (iii) keep such Registration Statement continuously effective under the Securities Act until the first to occur of (A) all Registrable Securities covered by such Registration Statement have been sold, or (B) the date that is two years from the date the Registration Statement was declared effective by the Commission (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile or e-mail of the effectiveness of a Registration Statement.