Demand Registration Clause Samples

Demand Registration. (a) At any time during the period beginning one hundred eighty (180) days following the IPO and prior to the Distribution or, should the Separation and Distribution Agreement be terminated prior to the Distribution, at any time thereafter, CCI may submit a Registration Request for Demand Registration covering all or part of the Registerable Shares, which request must request registration of at least the Minimum Amount. The Registration Request shall state the number of Registerable Shares to be registered and the intended plan of distribution thereof. uBid shall be obligated to register Registerable Shares pursuant to this Section 2 on a total of only two (2) occasions. A request withdrawn pursuant to Subsection 2(c) hereof or deemed to be a Piggyback Registration pursuant to Subsection 2(d) hereof shall be ignored for this purpose. uBid shall be deemed to have satisfied its obligation under this Section 2 with respect to a Registration Request if a registration statement filed pursuant to a Registration Request becomes effective under the Act and remains effective for the period required hereby, or if the failure of such a registration statement to become or remain effective results primarily from any action or inaction of CCI. Subject to the conditions and limitations of Section 4 hereof, uBid will use its best efforts to file a registration statement under the Act registering the Registerable Shares covered by a Registration Request within forty-five (45) days after it receives such Registration Request unless such Registration Request is withdrawn as permitted by Subsection 2(c) hereof. (b) The right to Demand Registration is subject to the procedures in Section 4 hereof and the following additional conditions and limitations: (i) CCI may withdraw the Registerable Shares from a Registration Request at any time prior to the time the registration statement becomes effective, provided that uBid may ignore a notice of withdrawal made within 24 hours of the time the registration statement becomes

Demand Registration. (a) Subject to the conditions of this Section 2.1, if the Company receives a request from the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Holders") that the Company register shares with an aggregate offering price of at least $5,000,000, then the Company shall, within fifteen (15) days after the receipt thereof, give written notice of such request to all non-Initiating Holders. A non-Initiating Holder must notify the Company within thirty (30) days of receipt of such written notice if such non-Initiating Holder so desires to have its Registrable Securities registered. The Company will use best efforts to effect, as soon as practicable, the registration of all Registrable Securities that the Holders (both Initiating Holders and non-Initiating Holders) request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company as a part of their demand pursuant to this Section 2.1 and the Company shall include such information in the notice referred to in Section 2.2(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon participation in such underwriting. The underwriter or underwriters for such offering shall be a nationally recognized underwriter or underwriters selected by the Holders owning a majority of the Registrable Securities requested to be included in such offering and reasonably acceptable to the Company and such underwriter or underwriters shall enter into a reasonable and customary underwriting agreement with the Company. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all participating Holders, and the number of shares that may be included in the underwriting and registration shall be allocated pro rata among the participating Holders in accordance with the number of Registrable Securities held by such Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless and until all other securities to be sold by the Company and any Persons that are not Holders are first entirely excluded from the underwriting and registration. (...

Demand Registration. (a) On any date after March 15, 2001, the holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 10.2. A registration requested pursuant to this Section 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be oblig...

Demand Registration. (a) If the Company shall receive at any time after the Restriction Termination Date a request from two (2) or more Shareholders that are either Bank Shareholders or PE Shareholders, or both (in either case, the “Initial Requesting Shareholders”) that the Company effect the registration under the Securities Act of all or any portion of such Initial Requesting Shareholders’ Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall give notice (a “Demand Notice”) of such requested registration (each such request shall be referred to herein as a “Demand Registration”) to the other Shareholders, which notice shall be given not later than ten (10) Business Days following receipt by the Company of the Demand Notice. Such other Shareholders may, upon notice received by the Company no later than five Business Days after the date of the notice of a Demand Registration, request that the Company also effect the registration under the Securities Act of all or any portion of such other Shareholders’ Registrable Securities (such other requesting Shareholders, together with the Initial Requesting Shareholders, shall be referred to herein as the “Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.04 and Section 3.01(f), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Requesting Shareholders have requested registration under this Section 3.01 to the extent necessary to permit the disposition of the Registrable Securities so to be registered (in accordance with the intended methods thereof as aforesaid); provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than Registrable Securities (including for the benefit of any other Persons not party to this Agreement) as part of any Demand Registration; provided further that the Company shall not be obligated to effect a Demand Registration (i) unless the aggregate gross proceeds (before the deduction of any discounts or commissions) expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100,000,000 (the “Proceeds Threshold”), provided the Proceeds Threshold shall only apply through the fourth anniversary of the IPO Closing Date, and (ii) until after the Restriction Termination Date. (b) If any Reg...

Demand Registration. (a) At any time after the date hereof and expiring five (5) years from the effective date, the Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under SECTION 7.1 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for _______________ and Holder, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holder and any other Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this SECTION 7.2 by any Holder or Holder(s) to all other registered Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under SECTION 7.1 and subsection (a) of this SECTION 7.2, at any time commencing after the date hereof and expiring five (5) years from the effective date, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Securities, provided, however, that the provisions of SECTION 7.3(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in SECTION 7.3(a) hereof pursuant to the written notice specified in SECTION 7.2(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option,...

Demand Registration. (i) If one or more Holders that own an aggregate of 51% or more of the Registrable Securities then outstanding (the “Demanding Holders”) shall at any time make a written request to the Company, the Company shall cause there to be filed with the Commission a registration statement meeting the requirements of the Securities Act (a “Demand Registration”), and each Demanding Holder shall be entitled to have included therein (subject to Section 2.7) all or such number of such Demanding Holder’s Registered Shares, as the Demanding Holder shall report in writing; provided, however, that no request may be made pursuant to this Section 2.1 if within six (6) months prior to the date of such request a Demand Registration Statement pursuant to this Section 2.1 shall have been declared effective by the Commission. Any request made pursuant to this Section 2.1 shall be addressed to the attention of the Secretary of the Company, and shall specify the number of Registrable Securities to be registered, the intended methods of disposition thereof and that the request is for a Demand Registration pursuant to this Section 2.1(i). (ii) The Company shall be entitled to postpone for up to one hundred twenty (120) days the filing of any Demand Registration statement otherwise required to be prepared and filed pursuant to this Section 2.1, if the Board determines, in its good faith reasonable judgment (with the concurrence of the managing underwriter, if any), that such registration and the Transfer or Registrable Securities contemplated thereby would materially interfere with, or require premature disclosure of, any financing, acquisition or reorganization involving the Company or any of its wholly owned subsidiaries and the Company promptly gives the Demanding Holders notice of such determination; provided, however, that the Company shall not have postponed pursuant to this Section 2.1(ii) the filing of any other Demand Registration statement otherwise required to be prepared and filed pursuant to this Section 2.1 during the 24 month period ended on the date of the relevant request pursuant to Section 2.1(i). (iii) Whenever the Company shall have received a demand pursuant to Section 2.1(i) to effect the registration of any Registrable Shares, the Company shall promptly give written notice of such proposed registration to all Holders. Any such Holder may, within twenty (20) days after receipt of such notice, request in writing that all of such Holder’s Registrable Shares, or any...

Demand Registration. (a) Following the date that is one hundred and eighty (180) days after the date hereof and upon receipt of a written request from a Holder (such Holder, together with its Affiliates, the “Exercising Holder”) requesting that CRIC effect a registration (a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities, and which notice shall specify the number of Registrable Securities for which registration is requested and the intended method or methods of distribution thereof, CRIC shall use its best efforts to, as soon as reasonably practicable, after receipt of such written request, file with the SEC and use its best efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all of the Registrable Securities that CRIC has been so requested to register for sale, to the extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities so registered. (b) If the Demand Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises CRIC and the Exercising Holder that, in its reasonable opinion, the number of Registrable Securities requested to be included in the Demand Registration (including securities to be sold by CRIC or any other security holder, including any Holders other than the Exercising Holder (such Holders, the “Non-Exercising Holders”) exceeds the largest number of securities which reasonably can be sold in such offering without having a material adverse effect on such offering, including the price at which such securities can be sold (the “Maximum Offering Size” ), then CRIC shall include in such Demand Registration, up to the Maximum Offering Size, first, the Registrable Securities the Exercising Holder proposes to register, second, the Registrable Securities any Non-Exercising Holder proposes to register, and third, any securities CRIC proposes to register and any securities with respect to which any other security holder has requested registration. CRIC shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided in this Section 2(b). (c) Each of the E-House Holders and the Sina Holders, in each case, collectively, shall be entitled to an aggregate of three (3) registrations of Registrable Securities pursuant to this Section 2; provided, that a registration requeste...

Demand Registration. (a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities then outstanding (the "INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000 (a "QUALIFIED PUBLIC OFFERING")) then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such

Demand Registration. Subject to Sections 2.1(e) and 2.3 hereof, at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company. Upon receipt of a Registration Notice from a Holder requesting registration of the lesser of (i) one million (1,000,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus pursuant to Rule 415 under the Securities Act covering the resale of the Registrable Securities on a delayed or continuous basis (the “Shelf Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Shelf Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Shelf Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Shelf Registration Statement are eligible for sale without registration pursuant to Ru...