Common use of Demand Request Clause in Contracts

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. In Upon the written request of the -------------- Initiating Holder, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holder's Registrable Securities and specifying the intended method or methods of disposition thereof (a "Demand Request"), the Company will, as promptly as reasonably practicable but in no event that one or more Selling Holders elects later than 20 days after such request, give written notice of such requested registration to dispose all registered holders of Registrable Securities who would be entitled to participate in such registration, and thereupon the Company will, subject to the terms of this Agreement, use its best efforts to effect the registration under the Shelf Registration Statement pursuant Securities Act of: (i) the Registrable Securities which the Company has been so requested to an Underwritten Offering reasonably expected to result register by such Initiating Holder for disposition in gross proceeds accordance with the intended method or methods of disposition stated in an aggregate amount such request; (ii) all other Registrable Securities the holders of at least $25.0 million (such amount, the “Minimum Commitment”), such Selling Holder or Selling Holders which shall give notice of such election in writing (including, but not limited to, notification by e-mail; such notice, the “Selling Holder Election Notice”) have made a written request to the Company not for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition of such Registrable Securities); (iii) all shares of Common Stock which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this section 2.1; and (iv) all shares of Common Stock which the Company may be required to register in connection with "piggyback" or incidental registration rights granted to any other Person; all to the extent requisite to permit the disposition (in accordance with the intended method or methods of distribution specified in the Demand Request) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered, provided, however, that each such Demand Request shall be for a number of shares of Common Stock which represent at least 25% of the aggregate Registrable Securities received by the holders of Registrable Securities as of the Effective Time (the "Minimum Demand Amount"), unless the Demand Request is the last Demand Request available hereunder, in which event the Demand Request may cover the remainder of the Registrable Securities even if such amount of Registrable Securities is less than 10 Business Days before the date such Selling Holders intend for such Underwritten Offering Minimum Demand Amount. Subject to commence marketing (whether on the provisions of section 2.1(d), the Initiating Holder will have the right pursuant to this section 2.1(a) to make an aggregate of two Demand Requests. Without limiting the generality of the foregoing, the Initiating Holder shall have the right to request registration pursuant to this section 2.1 and specify that one of the methods of disposition of Registrable Securities shall be a confidential basis block trade or on a public basis); provided that trades involving Registrable Securities held by the Initiating Holder and that, in connection therewith, 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 file 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.Commission 3

Demand Request. In (a) After the event that one or more Selling Holders elects to dispose of Registrable Securities under Effective Date and until the Registration Rights Termination Date, at any time when no Required Shelf Registration Statement is available for the resale of Registrable Shares (other than by reason of a suspension pursuant to an Section Section 3.5), the Shareholder may request in writing that the Company effect a registration under the Securities Act of such part of the Shareholders' Registrable Shares as the Shareholder requests to transfer in a Marketed Underwritten Offering reasonably expected or a Non-Underwritten Offering in each case subject to result in gross proceeds in an aggregate amount of at least $25.0 million the minimum threshold requirement applicable to such registration pursuant to Section 3.1(b) (such amountrequest, a "Demand Request"). Upon receipt of any Demand Request, the “Minimum Commitment”)Company shall use reasonable efforts to file, such Selling Holder or Selling Holders shall give notice not later than the later of (x) the date that is sixty (60) calendar days after receipt by the Company of such election Demand Request and (y) the first Business Day after the date on which the Form 8-K amendment contemplated by Section 7.14 of the Combination Agreement is filed with the SEC, in writing accordance with the provisions of this Agreement, a Registration Statement with the SEC (includinga "Demand Registration Statement") covering such Registrable Shares to be sold in a Marketed Underwritten Offering or a Non-Underwritten Offering, but not limited toat the sole discretion of the Shareholder. Each Demand Request shall specify the number of Registrable Shares requested to be registered and the intended plan of distribution of such Registrable Shares. Any registration requested by the Shareholder under this Section 3.1(a) is referred to in this Agreement as a "Demand Registration." Unless otherwise agreed by the Company, notification any Demand Registration to be made by e-mail; such notice, the “Selling Holder Election Notice”) way of a Marketed Underwritten Offering must relate to a firm commitment underwriting. Notwithstanding anything 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 contrary in this Agreement, the Company shall not be required to conduct more than two Underwritten Offerings file or make available any Shelf Registration Statement, or otherwise register securities for offer or sale on a continuous or delayed basis, pursuant to this Section 2.3 in any twelve-month period pursuant 3.1. (b) The Shareholder shall be entitled to Selling Holder Election Notices initiate no more than three (the “3) Demand Request Cap”)Registrations; provided, furtherhowever, that if, prior the Company shall not be obligated to filing effect any Demand Registration (i) unless the aggregate value of the applicable “red ▇▇▇▇▇▇▇ prospectus” Registrable Shares requested to be registered by the Shareholder is at least twenty-five million dollars ($25,000,000); and (ii) during the ninety (90) calendar day period following the effective date of a Registration Statement pursuant to any other Demand Registration 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 a Piggyback Registration (provided that the number of Registrable Securities that the Selling Holder intends to offer Shares included in such Piggyback Registration was not less than fifty percent (50%) of the number of Registrable Shares requested by the Shareholder to be included therein in accordance with Section 3.2(a)) or the pricing date of an Underwritten Offering Shelf Take-Down. A request for registration made in accordance with Section 3.1(a) shall not count for the purposes of the limitations in this Section 3.1(b) if (A) the Shareholder determines in good faith to withdraw such request due to marketing conditions or regulatory reasons and the expected commencement date thereof. The Company shall, at the request give written notice of such Selling Holder, enter into determination to the Company prior to the effective date of the Registration Statement and prior to the execution of an underwriting agreement or purchase agreement relating to such request; provided that the Shareholder reimburses the Company for all Registration Expenses incurred in customary form good faith by the Company in connection with such Demand Registration prior to the Company's receipt of such notice, (B) the Registration Statement relating to such Demand Request does not become effective within ninety (90) calendar days after the date such Registration Statement is filed with the Managing UnderwriterSEC (other than by reason of the Shareholder having refused to proceed or a misrepresentation or an omission by the Shareholder), which shall include, among other provisions, indemnities (C) prior 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 sale of at least fifty percent (50%) of the Registrable SecuritiesShares included in the applicable registration relating to such Demand Request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction, or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Shareholder within thirty (30) calendar days after the date of such order or (D) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied as a result of a default or breach thereunder by the Company that proximately and primarily caused the failure of such conditions. (c) In connection with any Demand Request, the lead underwriter to administer the offering shall be chosen by the Shareholder, subject to the prior written consent, not to be unreasonably withheld, conditioned or delayed, of the Company.

Demand Request. In (a) After the event that one or more Selling Holders elects to dispose of Registrable Securities under Effective Date and until the Registration Rights Termination Date, at any time when no Required Shelf Registration Statement is available for the resale of Registrable Shares (other than by reason of a suspension pursuant to an Section Section 3.5), the Shareholder may request in writing that the Company effect a registration under the Securities Act of such part of the Shareholders’ Registrable Shares as the Shareholder requests to transfer in a Marketed Underwritten Offering reasonably expected or a Non-Underwritten Offering in each case subject to result in gross proceeds in an aggregate amount of at least $25.0 million the minimum threshold requirement applicable to such registration pursuant to Section 3.1(b) (such amountrequest, a “Demand Request”). Upon receipt of any Demand Request, the “Minimum Commitment”)Company shall use reasonable efforts to file, such Selling Holder or Selling Holders shall give notice not later than the later of (x) the date that is sixty (60) calendar days after receipt by the Company of such election Demand Request and (y) the first Business Day after the date on which the Form 8-K amendment contemplated by Section 7.14 of the Combination Agreement is filed with the SEC, in writing accordance with the provisions of this Agreement, a Registration Statement with the SEC (including, but not limited to, notification by e-mail; such notice, the a “Selling Holder Election NoticeDemand Registration Statement”) covering such Registrable Shares to be sold in a Marketed Underwritten Offering or a Non-Underwritten Offering, at the sole discretion of the Shareholder. Each Demand Request shall specify the number of Registrable Shares requested to be registered and the intended plan of distribution of such Registrable Shares. Any registration requested by the Shareholder under this Section 3.1(a) is referred to in this Agreement as a “Demand Registration.” Unless otherwise agreed by the Company, any Demand Registration to be made by way of a Marketed Underwritten Offering must relate to a firm commitment underwriting. Notwithstanding anything 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 contrary in this Agreement, the Company shall not be required to conduct more than two Underwritten Offerings file or make available any Shelf Registration Statement, or otherwise register securities for offer or sale on a continuous or delayed basis, pursuant to this Section 2.3 in any twelve-month period pursuant 3.1. (b) The Shareholder shall be entitled to Selling Holder Election Notices initiate no more than three (the “3) Demand Request Cap”)Registrations; provided, furtherhowever, that if, prior the Company shall not be obligated to filing effect any Demand Registration (i) unless the aggregate value of the applicable “red ▇▇▇▇▇▇▇ prospectus” Registrable Shares requested to be registered by the Shareholder is at least twenty-five million dollars ($25,000,000); and (ii) during the ninety (90) calendar day period following the effective date of a Registration Statement pursuant to any other Demand Registration 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 a Piggyback Registration (provided that the number of Registrable Securities that the Selling Holder intends to offer Shares included in such Piggyback Registration was not less than fifty percent (50%) of the number of Registrable Shares requested by the Shareholder to be included therein in accordance with Section 3.2(a)) or the pricing date of an Underwritten Offering Shelf Take-Down. A request for registration made in accordance with Section 3.1(a) shall not count for the purposes of the limitations in this Section 3.1(b) if (A) the Shareholder determines in good faith to withdraw such request due to marketing conditions or regulatory reasons and the expected commencement date thereof. The Company shall, at the request give written notice of such Selling Holder, enter into determination to the Company prior to the effective date of the Registration Statement and prior to the execution of an underwriting agreement or purchase agreement relating to such request; provided that the Shareholder reimburses the Company for all Registration Expenses incurred in customary form good faith by the Company in connection with such Demand Registration prior to the Company’s receipt of such notice, (B) the Registration Statement relating to such Demand Request does not become effective within ninety (90) calendar days after the date such Registration Statement is filed with the Managing UnderwriterSEC (other than by reason of the Shareholder having refused to proceed or a misrepresentation or an omission by the Shareholder), which shall include, among other provisions, indemnities (C) prior 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 sale of at least fifty percent (50%) of the Registrable SecuritiesShares included in the applicable registration relating to such Demand Request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction, or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Shareholder within thirty (30) calendar days after the date of such order or (D) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied as a result of a default or breach thereunder by the Company that proximately and primarily caused the failure of such conditions. (c) In connection with any Demand Request, the lead underwriter to administer the offering shall be chosen by the Shareholder, subject to the prior written consent, not to be unreasonably withheld, conditioned or delayed, of the Company.

Demand Request. In After the event that Effective Date and until the Registration Rights Termination Date, at any time when no Required Shelf Registration Statement is available for the resale of Registrable Shares (other than by reason of a suspension pursuant to Section 3.5), one or more Selling Shareholders may request in writing that the Company effect a registration under the Securities Act of such part of such Shareholders’ Registrable Shares as such Shareholders request to transfer in a Marketed Underwritten Offering or a Non-Underwritten Offering in each case subject to the minimum threshold requirement applicable to such registration pursuant to Section 3.1(c) (such request, a “Demand Request,” and such Shareholders the “Initiating Holders” with respect to such Demand Request). Upon receipt of any Demand Request, the Company shall use reasonable efforts to file, not later than the later of (x) the date that is sixty (60) calendar days after receipt by the Company of such Demand Request and (y) the first Business Day after the date on which the Form 8-K amendment contemplated by Section 7.14 of the Combination Agreement is filed with the SEC, in accordance with the provisions of this Agreement, a Registration Statement with the SEC (a “Demand Registration Statement”) covering such Registrable Shares to be sold in a Marketed Underwritten Offering or a Non-Underwritten Offering, at the sole discretion of the Initiating Holders elects to dispose (the number and amount of Registrable Securities under the Shelf Shares required to be registered on such Demand Registration Statement pursuant being subject to an Section 3.1(b)). Each Demand Request shall specify the identity of each Initiating Holder, the number of Registrable Shares of each Initiating Holder requested to be registered, the aggregate number of Registrable Shares requested to be registered by the Initiating Holders and the intended plan of distribution of such Registrable Shares. Any registration requested by one or more Shareholders under this Section 3.1(a) is referred to in this Agreement as a “Demand Registration.” Unless otherwise agreed by the Company, any Demand Registration to be made by way of a Marketed Underwritten Offering reasonably expected must relate 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”) a firm commitment underwriting. Notwithstanding anything 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 contrary in this Agreement, the Company shall not be required to conduct more than two Underwritten Offerings file or make available any Shelf Registration Statement, or otherwise register securities for offer or sale on a continuous or delayed basis, 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 Securities3.1.

Demand Request. In Upon the event written request of the Trust that one the Company effect the registration under the Securities Act of all or more Selling Holders elects part of the Registrable Securities 2 Beneficially Owned by the Trust and specifying the intended method or methods of disposition thereof and the minimum price for such Registrable Securities acceptable to dispose the Trust (a "Demand Request"), the Company will, subject to the terms of this Agreement, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Trust for disposition in accordance with the intended method or methods of disposition stated in such request; (ii) all shares of Common Stock which the Company may elect to register in connection with the offering of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering reasonably expected this Section 2.1, it being understood that the Company shall have no right to result elect to include shares of the Common Stock in gross proceeds the registration relating to the Initial Sale; and (iii) all shares of Common Stock which the Company may be required to register in connection with "piggyback" or incidental registration rights granted to any other Person, it being understood that no other Person has any such registration rights in connection with the Initial Sale; all to the extent requisite to permit the disposition (in accordance with the intended method or methods of distribution specified in the Demand Request) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered, provided, however, that each such Demand Request shall be for a number of shares of Common Stock which represent at least 10% of the then outstanding shares of Common Stock, unless the Demand Request is the last Demand Request available hereunder, in which event the Demand Request may cover the remainder of the Registrable Securities even if such amount of Registrable Securities is less than 10% of such then outstanding shares. Subject to the provisions of Section 2.1(d), the Trust will have the right pursuant to this Section 2.1(a) to make an aggregate amount of at least $25.0 million (such amountfive Demand Requests, including 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”) deemed Demand Request relating to the Company not less than 10 Business Days before Initial Sale referred to below in this Section 2.1(a). Notwithstanding anything herein to 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 contrary, the Company shall not be required obligated to conduct more than two Underwritten Offerings take any action to effect any registration requested by the Trust pursuant to this Section 2.3 in any twelve-2.1(a) for a period of six months after the Company has effected one such registration pursuant to this Section 2.1 and such registration has been declared or ordered effective, such six month period pursuant to Selling Holder Election Notices (commence on the “date the registration statement was declared or ordered effective. In addition, no Demand Request Cap”); provided, further, that if, other than with respect to the Initial Sale may be delivered prior to filing the expiration of the applicable “red ▇▇▇▇▇▇▇ prospectus” or prospectus supplement used Trust's "lockup" period set forth in the underwriting agreement for marketing such Underwritten Offeringthe Initial Sale. Without limiting the generality of the foregoing, the majority-in-interest Trust and the Company agree that the commencement of such initiating Selling Holders withdraws from such Underwritten Offering, then such Underwritten Offering preparation by the Company of a registration statement under the Securities Act in connection with the Initial Sale shall not count towards the automatically constitute a Demand Request Cap. The Selling Holder Election Notice shall specify entitling the number Trust to all of Registrable Securities that the Selling Holder intends benefits of this Agreement with respect to offer in such Underwritten Offering and the expected commencement date thereof. The Company shallInitial Sale, at without the request of such Selling Holder, enter into an underwriting agreement in customary form Trust being required to comply with the Managing Underwriter, which shall include, among other provisions, indemnities to the effect and to the extent provided in written notice requirements of this Section 2.7, and shall 2.1(a) or take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the disposition of the Registrable Securitiesany further action under this Agreement with respect thereto.