Demand Request Sample Clauses
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Demand Request. (a) Until the Registration Rights Termination Date, in connection with any Transfer of Registrable Shares permitted under Section 5.1(b), the Shareholder shall, and in connection with any other Transfer of Registrable Shares after the Transfer Limitation Period, the Shareholder may, request in writing that the Company effect a registration under the Securities Act of all or such part of the Registrable Shares as the Shareholder requests to Transfer, subject in each case to the minimum threshold requirements applicable to such registration pursuant to Section 5.1(b), Section 6.1(b) or Section 6.1(c) (such request, a “Demand Request”) (it being understood that the Demand Request in respect of the marketed underwritten offering to be effected under Section 5.1(b)(i) may be made no sooner than 45 days before the six (6) month anniversary of the Closing Date, but may be made at any time thereafter). Upon receipt of any Demand Request, the Company shall use reasonable endeavors to file, as promptly as practicable but in any event not later than the date that is thirty (30) calendar days after receipt by the Company of such Demand Request, in accordance with the provisions of this Agreement, a Registration Statement with the SEC (a “Demand Registration Statement”) covering all such Registrable Shares, in accordance with the method or methods of distribution thereof elected by the Shareholder (which, for the avoidance of doubt, shall be limited to marketed underwritten registered offerings in the case of Transfers under Section 5.1(b)). Each Demand Request shall specify the aggregate number of Registrable Shares to be registered and the intended method or methods of distribution thereof. Any registration requested by the Shareholder under this Section 6.1(a), Section 6.1(c) or Section 6.1(e) is referred to in this Agreement as a “Demand Registration.”
(b) The Shareholder shall be entitled to initiate no more than six (6) Demand Registrations, including Shelf Underwritten Offerings, in the aggregate; provided, however, that the Company shall not be obligated to effect such Demand Registration (i) unless the number of Registrable Shares requested to be registered by the Shareholder is at least five million (5,000,000) (or the equivalent thereof as of the Closing Date in the event of any stock splits); and (ii) during the ninety (90) calendar day period following the effective date of a Registration Statement pursuant to any other Demand Registration. No request for ...
Demand Request. In the event that one or more Selling Holders elects to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering reasonably expected to result in gross proceeds in an aggregate amount of at least $25.0 million (such amount, the “Minimum Commitment”), such Selling Holder or Selling Holders shall give notice of such election in writing (including, but not limited to, notification by e-mail; such notice, the “Selling Holder Election Notice”) to the Company not less than 10 Business Days before the date such Selling Holders intend for such Underwritten Offering to commence marketing (whether on a confidential basis or on a public basis); provided that the Company shall not be required to conduct more than two Underwritten Offerings pursuant to this Section 2.3 in any twelve-month period pursuant to Selling Holder Election Notices (the “Demand Request Cap”); provided, further, that if, prior to filing of the applicable “red ▇▇▇▇▇▇▇ prospectus” or prospectus supplement used for marketing such Underwritten Offering, the majority-in-interest of such initiating Selling Holders withdraws from such Underwritten Offering, then such Underwritten Offering shall not count towards the Demand Request Cap. The Selling Holder Election Notice shall specify the number of Registrable Securities that the Selling Holder intends to offer in such Underwritten Offering and the expected commencement date thereof. The Company shall, at the request of such Selling Holder, enter into an underwriting agreement in customary form with the Managing Underwriter, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the disposition of the Registrable Securities.
Demand Request. If the Successor Entity shall be requested in writing, which request shall specify the Registrable Securities to be sold and the intended method of disposition thereof (a “Demand Request”), by any Hertz Member or any Investor Member (each, a “Demanding Owner”) to effect a registration under the Securities Act of Registrable Securities held by such Demanding Owner (each, a “Required Registration”), then the Successor Entity shall deliver within five Business Days a written notice (a “Demand Notice”) to each other Member (other than the Demanding Owner) stating that the Successor Entity intends to comply with a Demand Request and informing each such other Member of its right to include Registrable Securities in such Required Registration. Within ten Business Days after receipt of a Demand Notice, each other Member shall have the right to request in writing that the Successor Entity include all or a specific portion of the Registrable Securities held by such Member in such Required Registration, and the Successor Entity shall include such Registrable Securities in such Required Registration, subject to Section 10.04(d). The Successor Entity shall file a registration statement on the appropriate form as promptly as practicable (but no later than 60 days after the date the Demand Request is delivered in the case of a Form S-1 and 30 days after the date the Demand Request is delivered in the case of a Form S-3) and use its reasonable best efforts to cause such registration statement to be declared effective by the Commission at the earliest possible date permitted under the rules and regulations of the Commission. Each of the Hertz Members, the Lead Investor Members and Investor Members representing 50% or more of the outstanding Registrable Securities held by Investor Members shall be entitled to three such Required Registrations per calendar year in accordance with Section 10.04(d).
Demand Request. (i) If at any time on and after the date hereof, (i) the Company shall become subject to the reporting requirements of Section 13 or Section 15 of the Securities Exchange Act of 1934, then simultaneous with becoming subject thereto or as soon thereafter as practicable, or (ii) upon the written request therefore (the "Demand Request"), from the Holder, the Company shall prepare and file with the SEC a registration statement under the Act covering the Shares and/or any securities issued in lieu or substitution thereof (collectively, the "Registrable Securities") which are the subject of such request and shall use its best efforts to cause such registration statement to become effect.
(ii) If at the time of the Demand Request the Company is in the process of preparing a registration statement under the Act relating to an underwritten public offering, then the Company shall have the right to cause the Holder to include the Registrable Securities in such registration statement unless if in the good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the successful marketing of the securities being underwritten. To the extent only a portion of the Registrable Securities held by a Holder is included in the underwritten public offering, a registration statement covering those Registrable Securities which are excluded from the underwritten public offering will be filed with 120 days of the consummation of the underwritten public offering. The obligation of the Company this paragraph (a) shall be limited to two registration statements.
Demand Request. Subject to the limitations in contained in this Section 12, at any time during the Exercise Period the following conditions are met:
(i) this Warrant has been exercised by the Warrant Holder with respect to at least 331/3% of the Total Number of Shares; and
(ii) all of the Common Shares received upon such exercise(s) are not eligible for resale pursuant to Rule 144(k) under the Securities Act, the Warrant Holder may request in writing (a “Demand Request”) that Weatherford prepare and file a “shelf” registration statement (a “Shelf Registration Statement”) on Form S-3 (or other appropriate form) pursuant to Rule 415 under the Securities Act with respect to dispositions of Common Shares for resale from time to time; provided, however, Weatherford shall not be required to file a Shelf Registration Statement that registers less than 331/3% of the Total Number of Shares. A maximum of three (3) Demand Requests are available, in aggregate, under this Warrant.
Demand Request. See Section 3 hereof.
Demand Request. Section 5.1.1
Demand Request. 23 Section 6.2 Piggy-Back Registration 26 Page
Demand Request. If, at any time following the satisfaction of the Conditions Precedent, the Company shall receive a written request by one or more Holders representing the Threshold Ownership Amount (such requesting Holder, a “Selling Shareholder”) that the Company effect an offering under the Securities Act of all or a portion of such Selling Shareholder’s Registrable Securities (“Demand Request”), then the Company shall, within 10 days after receipt of such request, give written notice thereof (“Request Notice”) to all other Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Selling Shareholder(s) to be received for such Registrable Securities.
Demand Request. The Shareholder shall have the right, subject to the provisions of the Lock-Up Agreement, to require the Company to effect the registration under the Securities Act of all or part of the Registrable Securities held by the Shareholder, by delivering a written request thereof to the Company specifying the number of shares of Registrable Securities the Shareholder wishes to register (a “Demand Registration”); provided, however, that the aggregate number of the Registrable Securities to be registered pursuant to such Demand Registration constitutes at least two million shares of Common Stock. The Company shall use its reasonable best efforts, including, without limitation, assisting with sales efforts and the selection of appropriate underwriters, to cause the registration statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Shareholder as expeditiously as possible (but in any event, subject to this Section 2.1, within 120 days of receipt of such written request, and the Company shall file such registration statement within 60 days of receipt of such request).