Demand Registration Rights Clause Samples
Demand Registration Rights are contractual provisions that allow certain shareholders, typically investors, to require a company to register their shares for public sale with the relevant securities authorities. In practice, this means that if these shareholders wish to sell their shares, they can compel the company to initiate and bear the costs of a public registration process, even if the company had not planned to go public at that time. This clause ensures that investors have a clear mechanism to achieve liquidity for their shares, addressing the problem of being unable to sell their holdings in a private company.
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Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice.
(b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to ...
Demand Registration Rights a. The Company covenants and agrees that at any time after January 1, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to ...
Demand Registration Rights. At any time after the date two years after the Closing Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.
Demand Registration Rights. In addition to all other remedies available to the Pledgee, upon an Event of Default, the Pledgor shall promptly, but in no event more than thirty (30) days after the date of the Default Notice, file a registration statement to register with the Securities and Exchange Commission the Pledged Shares for the resale by the Pledgee. The Pledgor shall cause the registration statement to remain in effect until all of the Pledged Shares have been sold by the Pledgee.
Demand Registration Rights. (a) At any time following the date hereof, the holders of Registrable Stock constituting at least twenty percent (20%) of the total shares of Registrable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Registrable Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the registration statement, shall not be less than $2,000,000. Such request shall specify the intended method of disposition thereof by such holder or holders, including whether (i) the registration requested is for an underwritten offering and (ii) the registration statement covering such Registrable Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the Registrable Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and Sections 5, 11(a) and 11(d), the term “Registrable Stock” shall be deemed to include the number of shares of Registrable Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or Section 3, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Stock beneficially owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than requesting holders of Reg...
Demand Registration Rights. (a) From time to time, upon the demand in writing of one or more Venture Investors or any transferees or assignees of such Venture Investors (the "Transferees") to have any or all of the Conversion Shares (including, for purposes hereof, shares of Common Stock issued upon conversion of the Preferred Warrant Shares, if and when they are issued) and/or the 1990 Warrant Shares or the New Warrant Shares (if and when they are issued) (collectively, the "Warrant Shares" and, together with the Conversion Shares, the "Venture Shares") which they own or have the right to acquire offered to the public pursuant to a bona fide underwritten public offering, the Company shall give written notice of such demand promptly to all of the Investors and Transferees providing such Investors or Transferees with the opportunity to participate in such demand registration. Such Investors and Transferees shall notify the Company, within fifteen (15) days of receipt of such notice from the Company, whether they desire to have any or all of the Conversion Shares, Warrant Shares or shares of Common Stock (collectively, "Shares") which they own or have the right to acquire, included in such public offering. The right of the Prior Investors to participate in such registration is subject to Section 1(d). The Company will thereafter diligently prepare, file and process to effectiveness a registration statement under the Securities Act of 1933 (the "1933 Act") (on and in compliance with such applicable registration forms as may be designated by the Venture Investors or Transferees holding a majority of the Venture Shares to be included therein) and any amendments or supplements required to be filed to ensure that such registration remains effective under the 1933 Act, to permit the Investors and Transferees or any of them, to offer and sell to the public the number of Shares demanded to be registered. The Company shall file the aforesaid registration statement as soon as reasonably practicable, and in any event, within forty-five (45) days following receipt of such written request if the Company has previously consummated a public offering of the Common Stock, otherwise within ninety (90) days following receipt of such written request. The Company shall use its best efforts to cause the registration statement to become and remain effective until the earlier of the sale of all the Shares included in the registration statement or the expiration of one hundred eighty (180) days from the effect...
Demand Registration Rights. At any time during the term of this Warrant when the Warrant Shares are not registered pursuant to an effective registration statement, the Holder may make a written request for the registration under the Securities Act (a "Demand Registration"), of all of the Warrant Shares (the "Registrable Securities"), and the Company shall use its best efforts to effect such Demand Registration as promptly as possible, but in any case within 90 days thereafter. Any request for a Demand Registration shall specify the aggregate number of Registrable Securities proposed to be sold and shall also specify the intended method of disposition thereof. The right to cause a registration of the Registrable Securities under this Section 5 shall be limited to one such registration. In any registration initiated as a Demand Registration, the Company will pay all of its registration expenses in connection therewith. A Demand Registration shall not be counted as a Demand Registration hereunder until the registration statement filed pursuant to the Demand Registration has been declared effective by the Securities and Exchange Commission and maintained continuously effective for a period of at least 360 days or such shorter period when all Registrable Securities included therein have been sold in accordance with such registration statement, provided, however that any days on which such registration statement is not effective or on which the Holder is not permitted by the Company or any governmental authority to sell Warrant Shares under such registration statement shall not count towards such 360 day period.
Demand Registration Rights. Issuer shall, subject to the conditions of Section 10(c) of this Agreement, if requested by any Holder, including Grantee and any permitted transferee ("Selling Shareholder"), as expeditiously as possible, prepare and file and keep current a registration statement under the Securities Act if such registration is necessary in order to permit the sale or other disposition of any or all shares of Issuer Common Stock or other securities that have been acquired by or are issuable to the Selling Shareholder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by the Selling Shareholder in such request, including without limitation a "shelf" registration statement under Rule 415, promulgated under the Securities Act, or any successor provision, and Issuer shall use its best efforts to qualify such shares or other securities for sale under any applicable state securities laws.
Demand Registration Rights. At any time after the date two years after the Funding and Consummation Date and prior to the date three years after the Funding and Consummation Date, the holders of a majority of the shares of TCI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing that TCI file a registration statement under the 1933 Act covering the registration of any or all of the shares of TCI Stock issued to the Stockholders pursuant to this Agreement and the Other Agreements (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of such request, TCI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after notice from any Stockholder, file and use its best efforts to cause to become effective a registration statement covering all such shares. TCI shall be obligated to effect only one Demand Registration for all Founding Stockholders and will keep the registration statement relating to such Demand Registration current and effective for not less than 120 days (or such shorter period as is required to sell all of the shares registered thereby).
Demand Registration Rights. (a) At any time after the date that is three years after the Closing Date, the holders of 30% of the shares of HOLDING Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements that have not been previously registered or sold and that are not then entitled to be sold under Rule 144(k) (or any successor provision) promulgated under the 1933 Act may request in writing that HOLDING file a registration statement under the 1933 Act covering the registration of shares of HOLDING Stock issued to such Founding Stockholders pursuant to this Agreement and the Other Agreements (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such HOLDING Stock) then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of such request, HOLDING shall give written notice of such request to all other of such Founding Stockholders and shall, as soon as reasonably practicable but in no event later than 45 days after the date on which HOLDING gave such notice to such Founding Stockholders, file and thereafter use its best efforts to cause to become effective a registration statement covering all shares that such Founding Stockholders have requested to be included in such registration, which requests must be delivered to HOLDING no later than 30 days following HOLDING's delivery of such notice to such Founding Stockholders. HOLDING shall be obligated to effect only one Demand Registration for all Founding Stockholders and will keep such Demand Registration current and effective for 120 days (or such shorter period as is required to sell all of the shares registered thereon).
(b) Notwithstanding the foregoing paragraph, following such a demand, a majority of HOLDING's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for one 30-day period.
(c) If at the time of any request by the Founding Stockholders for a Demand Registration, HOLDING has plans to file, within 60 days after such request, a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, then no registration of the HOLDING Stock held by the Founding Stockholders shall be initiated under this Section 16.2 until 90 days after the effective date of such registration unless HOLDING is no longer proceeding diligently to e...