Common use of Demand Request Clause in Contracts

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. If (a) Following the Successor Entity shall be requested in writingfirst anniversary of the Closing, which the Company shall, as promptly as reasonably practicable following the written request shall specify of the Stockholder for registration under the Securities Act of all or part of the Registrable Securities to be sold and the intended method of disposition thereof Shares (a “Demand Request”), by any Hertz Member or any Investor Member (each, a “Demanding Owner”) to effect file a registration under statement with 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 SEC (a “Demand NoticeRegistration Statement”) with respect 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 resales of the Registrable Securities held by such Member in such Required RegistrationShares pursuant to the Stockholder’s intended method of distribution thereof, and the Successor Entity shall include such Registrable Securities in such Required Registrationshall, 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 terms 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 this Article VI, use its reasonable best efforts to cause such registration statement Demand Registration Statement to be declared effective under the Securities Act promptly after the filing thereof; provided that such Demand Registration Statement shall be filed on (i) Form S-3, if the Company is then eligible to file a registration statement on Form S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), or (ii) any other appropriate form under the Securities Act for the type of offering contemplated by the Commission Stockholder, if the Company is not then S-3 Eligible; provided, further, that in no event shall the Company be required to file any Demand Registration Statement providing for the offering of the Registrable Shares on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act, but it may elect to do so in its sole discretion. Each Demand Request shall specify the aggregate amount of Registrable Shares to be registered and the intended method or methods of distribution thereof. (b) Notwithstanding anything to the contrary set forth in Section 6.1(a), the Company shall not be obligated to prepare, file or cause a Demand Registration Statement to become effective: (i) more than (A) two times in any 12-month period and (B) five times in the aggregate; (ii) unless the Registrable Shares to be included in such Demand Registration Statement (A) have an aggregate Market Value on the date such request for registration is received by the Company of at least $500 million based on the closing price of the Common Stock on the trading day immediately preceding the day on which the Demand Request is delivered or (B) represent at least 10% of the total Registrable Shares issued at the earliest possible Closing (as adjusted for any stock splits, reverse stock splits, stock dividends or distributions, combinations or any similar recapitalizations); and (iii) within 90 days after the effective date permitted under of a registration statement filed pursuant to Section 6.1(a) or a registration statement to which the rules and regulations Stockholder was given piggy-back rights pursuant to Section 6.2 (provided that the number of Registrable Shares included in such Piggy-Back Registration was not less than 50% of the Commission. Each number of Registrable Shares requested to be registered by the Stockholder pursuant to the Piggy-Back Request related to such Piggy-Back Registration). (c) Any Demand Request may be revoked by notice from the Stockholder to the Company prior to the effective date of the Hertz Memberscorresponding Demand Registration Statement; provided that such revoked Demand Request shall count as one of the five Demand Requests referred to in Section 6.1(a) unless the Company as promptly as reasonably practicable is reimbursed for all out-of-pocket expenses (including fees of outside counsel and accountants and other expenses incurred in connection with such Demand Request) incurred by the Company relating to the registration requested pursuant to such revoked Demand Request. A Demand Request may not be made for a minimum of 60 calendar days after the revocation of an earlier Demand Request. (d) Notwithstanding anything in this Agreement to the contrary, the Lead Investor Members and Investor Members representing 50% or more of the outstanding Registrable Securities held by Investor Members Company shall be entitled to three postpone and delay, for reasonable periods of time not in excess of 60 days, but in no event more than twice in any 12-month period (a “Blackout Period”), the filing or effectiveness of any registration statement or the offer or sale of any Registrable Shares thereunder if one or more executive officers of the Company shall determine in good faith that any such Required Registrations per calendar year filing or the offering or sale of any Registrable Shares thereunder would (i) impede, delay or otherwise interfere with any pending or contemplated material acquisition, disposition, corporate reorganization or other similar material transaction involving the Company, (ii) based upon advice from the Company’s investment banker or financial advisor, adversely affect in accordance more than an immaterial respect any pending or contemplated financing, offering or sale of any class of securities by the Company, (iii) require disclosure of material non-public information (other than information relating to an event described in clause (i) or (ii) above) which, if disclosed at such time, would not be in the best interests of the Company and its stockholders, or (iv) have a material adverse effect on the Company; provided, however, that the Company shall give written notice to the Stockholder of its determination to postpone or delay the filing of such Demand Registration Statement or other imposition of a Blackout Period, in which case the Stockholder shall be entitled to cancel its Demand Request relating to such Demand Registration without such Demand Request counting as one of the Demand Requests referred to in Section 6.1(a); provided, further, that in the event that the Company proposes to register Common Stock, whether or not for sale for its own account, during a Blackout Period, the Stockholder shall have the right to exercise its rights under Section 6.2 with respect to such registration, subject to the limitations contained in this Agreement on the exercise of such rights. Upon notice by the Company to the Stockholder of any such determination, the Stockholder shall, except as required by applicable law, including any disclosure obligations under Section 10.04(d13 of the Exchange Act, keep the fact of any such notice strictly confidential, and during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Common Stock for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering such Registrable Shares for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such prospectus or prospectus supplement. (e) In connection with any offering pursuant to a Demand Registration Statement filed pursuant to Section 6.1(a), the managing underwriter for such offering shall be selected by the Stockholder and reasonably acceptable to the Company; provided that such managing underwriter shall be a nationally recognized investment banking firm. (f) Nothing in this Article VI shall affect, supersede or otherwise modify any of the restrictions on Transfer set forth in Article V or any other provision of this Agreement.

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 Alychlo shall have the right to request in writing (which request shall specify the number of shares of Registrable Securities intended to be disposed of and the intended method of distribution thereof) that the Successor Entity include Perrigo Topco register all or a specific portion part of the Registrable Securities held by filing with the SEC a registration statement covering such Member in Registrable Securities (a Demand Registration); provided, however, that the aggregate number of the Registrable Securities to be registered pursuant to such Required RegistrationDemand Registration constitutes at least 375,000 Perrigo Shares. Upon receipt of such request, and Perrigo Topco shall, not later than 45 Business Days after receipt of such a request, cause to be filed a Demand Registration providing for the Successor Entity shall include registration under the Securities Act of the Registrable Securities which Perrigo Topco has been so requested to register by Alychlo, to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended methods of distribution thereof specified in such Required Registrationrequest, subject to Section 10.04(d). The Successor Entity and 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 have such registration statement to be Demand Registration declared effective by the Commission at SEC or otherwise become effective as soon as practicable thereafter (but in no event later than the earliest possible 120th calendar day after the receipt of such a request) and to keep such Demand Registration continuously effective for 120 calendar days following the date permitted on which such Demand Registration is declared effective by the SEC or has otherwise become effective or such shorter period terminating when all the Registrable Securities covered by such Demand Registration have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration, if required by the rules, regulations or instructions applicable to the registration form under the Securities Act used by the Company for such Demand Registration or by the Securities Act, any state securities or “blue sky” laws, or any other 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(dthereunder).