Demand Qualification Clause Samples

The Demand Qualification clause defines the criteria or conditions that a demand must meet to be considered valid under an agreement. Typically, this clause outlines the specific information, documentation, or procedural steps required when making a demand, such as providing written notice, supporting evidence, or meeting certain deadlines. By setting clear standards for what constitutes a proper demand, this clause helps prevent disputes over incomplete or improper requests and ensures that both parties understand the requirements for initiating claims or actions under the contract.
Demand Qualification. Subject to the limits set out in Sections 4.2 and 4.3, if the Corporation receives a written request from an IQ Party that the Corporation file a prospectus under Canadian Securities Laws qualifying for distribution of all or any portion of the Qualifiable Securities, the Corporation will, subject to an Underwriter’s Cutback and provided that the proposed sale of such Qualifiable Securities would be a Control Distribution, as soon as practicable and in any event within sixty (60) days following the date of receipt of the written request referred above, prepare and file in the Qualifying Jurisdictions a prospectus in order to qualify the distribution of all of the Qualifiable Securities of the IQ Parties specified in their respective requests and use its reasonable best efforts to receive a final receipt or equivalent document in respect of such prospectus. The IQ Parties will not initiate a request for a Demand Qualification within ninety (90) days of the Receipt Date in respect of a prospectus qualifying an offering of Shares by the Corporation, provided that the IQ Parties were provided with the opportunity to participate in a Piggy-Back Qualification in accordance with this Agreement in connection with such offering without significant Underwriter’s Cutback.
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Demand Qualification. Subject to the limits set out in Sections 4.2 and 4.4, if the Corporation receives a written request from an Investor that the Corporation file a prospectus under Canadian Securities Laws qualifying for distribution all or any portion of such Investor’s Qualifiable Securities, the Corporation will, subject to an Underwriter’s Cutback and provided that the proposed sale of such Qualifiable Securities would be a Control Distribution (a “Demand Qualification”), as soon as practicable and in any event within sixty (60) days following the date of receipt of the written request referred above, prepare and file in the Qualifying Jurisdictions a prospectus in order to qualify the distribution of all of the Qualifiable Securities of such Investor(s) specified in their respective requests and use its reasonable best efforts to receive a final receipt or equivalent document in respect of such prospectus. The Investors will not initiate a request for a Demand Qualification within ninety (90) days of the Receipt Date in respect of a prospectus qualifying an offering of Shares by the Corporation, provided that the Investors were provided with the opportunity to participate in a Piggy-Back Qualification in accordance with this Agreement in connection with such offering without a material Underwriter’s Cutback.
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Demand Qualification. Subject to the limits set out in Sections 4.3 and 4.4, if the Company receives a written request from an A&P Party that the Company file a prospectus under Canadian Securities Laws qualifying for distribution of all or any portion of the Qualifiable Securities, the Company will, subject to the Underwriter's Cutback, as soon as practicable and in any event within 90 days following the date of receipt of the written request referred above, prepare and file in the Qualifying Jurisdictions a prospectus in order to qualify the distribution of all of the Qualifiable Securities of the A&P Parties specified in their respective requests and use its reasonable best efforts to receive a final receipt or equivalent document in respect of such prospectus. The A&P Parties will not initiate a request for a Demand Qualification within one hundred and twenty (120) days of the Receipt Date in respect of a prospectus qualifying an offering of Shares by the Company, provided that the A&P Parties were provided with the opportunity to participate in a Piggy-Back Qualification in accordance with this Agreement in connection with such offering.
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Demand Qualification. At any time after the Closing Date (as defined in the Purchase Agreement), upon the written request of Investors (as defined below) holding at least an aggregate of twenty-five percent (25%) of the Qualifiable Shares (as defined below) then outstanding (the "Requesting Holders"), the Company shall use its reasonable best efforts to prepare and file, or to cause to be prepared and filed, all necessary documents, including a prospectus, for one or more equity securities offerings under Applicable Securities Laws in some or all of the provinces or territories of Canada (or federally, if applicable) in which the Company is a "reporting issuer" under the Applicable Securities Laws of such provinces or territories other than the Province of Quebec (for the purposes of this Section 1, the "Qualification Provinces") of all or any portion (as required by the Requesting Holders) of the Qualifiable Shares held by the Requesting Holders having an aggregate offering or sale price of at least US$5,000,000 (a "Demand Qualification"). The Company shall not be required to effect more than three Demand Qualifications or Demand Registrations (as defined in the United States registration rights agreement entered into on the date hereof (the "US Registration Rights Agreement")) in the aggregate; provided, however, that in the event the Purchaser acquires Warrant Shares upon the exercise of Warrants (as defined in the Purchase Agreement) within thirty (30) days following a request by the Company that the Purchaser exercise Warrants, the Purchaser may make a request for a demand qualification of some or all of the Warrant Shares so acquired (notwithstanding that such Warrant Shares may have an aggregate offering or sale price of less than US$5,000,000), and such demand qualification will not count as one of the three Demand Qualifications or Demand Registrations (as defined in the US Registration Rights Agreement) otherwise allowed by this Agreement or the US Registration Rights Agreement. a. For the purposes of this Agreement, "Applicable Securities Laws" of a province or territory of Canada or federally, if applicable, means, all applicable securities laws in such jurisdiction and the respective regulations and rules under such laws together with applicable published policy statements, notices and orders of the Securities Commission in such jurisdiction as well as the applicable by-laws, rules and regulations of any stock exchange on which the common shares in the capital of t...
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Demand Qualification 
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Related to Demand Qualification

  • Registration and Qualification If and whenever MSCI is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable: (a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered; (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below; (c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering; (d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction; (e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements; (f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; (g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed; (h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and (i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.

  • Number and Qualification Prior to a public offering of Shares there may be a sole Trustee. Thereafter, the number of Trustees shall be determined by a written instrument signed by a majority of the Trustees then in office, provided that the number of Trustees shall be no less than two or more than nine. No reduction in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his term. An individual nominated as a Trustee shall be at least 21 years of age and not older than 80 years of age at the time of nomination and not under legal disability. Trustees need not own Shares and may succeed themselves in office.

  • Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto. (b) The only Subsidiaries of each Borrower are listed on Schedule 5.2(b).

  • Number and Qualifications The number of Managers of the Company shall not be less than three nor more than five, as may be determined by the Member from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager.

  • Existence and Qualification The Contracting Party is an Oklahoma municipality, validly existing and in good standing under the laws of the State of Oklahoma, and the Contracting Party has all requisite power and authority to own, operate and lease its properties and to carry on its business as presently conducted.