Common use of Demand Rights Clause in Contracts

Demand Rights. Subject to the terms and conditions of this Agreement, upon written notice delivered by a Registration Party (a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities held (or to be held following the formation of Newco) by the Registration Parties, which Demand shall specify the number and type of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such Demand to all other Stockholders and other Persons who may have piggyback registration rights with respect to such Demand Registration and shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of (x) the Registrable Securities which the Company has been so requested to register by such Stockholders in the Demand, and (y) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Emdeon Corp), Limited Liability Company Agreement (Emdeon Inc.), Limited Liability Company Agreement (HLTH Corp)

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Demand Rights. Subject to the terms and conditions of this AgreementAgreement (including Section 5.1(b)), upon written notice delivered by a GA Registration Party or HF Registration Party (a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (including a registration to be made on a delayed or continuous basis under Rule 415 under the Securities Act) of any or all of the Registrable Securities held (or to be held following the formation of Newco) by the such Registration PartiesParty, which Demand shall specify the number and type of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such Demand to all other Stockholders Registration Parties and other Persons who may have piggyback registration rights with respect to such Demand Registration and shall promptly file the appropriate registration statement and use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (xi) the Registrable Securities which the Company has been so requested to register by such Stockholders Registration Party in the Demand, and (yii) all other Registrable Securities which the Company has been requested to register by the holders Holders thereof (other than, with respect to the IPO only, the eRx Stockholders) by written request given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject to Section 5.1(f), all to the extent requisite required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered.

Appears in 3 contracts

Samples: Stockholders’ Agreement (Emdeon Inc.), Stockholders’ Agreement (Emdeon Inc.), Stockholders’ Agreement (Emdeon Inc.)

Demand Rights. (a) Subject to Section 2.1(b) below, at any time, and from time to time, on or after the terms and conditions date on which a Holder is first permitted to sell any of this the Shares pursuant to the Purchase Agreement, upon written notice delivered by a Registration Party (a “Demand”) at any time requesting that such Holder shall have the right to require the Company effect the registration to file up to three (a “Demand Registration”3) Registration Statements under the Securities Act for a Public Offering of any all or all part of the portion of such Holder's Registrable Securities held (or that such Holder is then permitted to be held following sell pursuant to Section 5.2 of the formation of Newco) Purchase Agreement, in each case, by delivering written notice thereof to the Registration Parties, which Demand shall specify Company specifying the number and type of such Registrable Securities to be registered included in such registration and the intended method or methods of disposition of such Registrable Securities, distribution thereof (the "Demand Request"). Thereupon the Company shall prepare and file with the Commission as promptly give written as practicable following the receipt of notice of such the Demand to all other Stockholders Request, and other Persons who may have piggyback registration rights with respect to such Demand in any event within 60 days thereof, a Registration Statement covering, and shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of of, (xi) the Registrable Securities which the Company has been so requested to register by such Stockholders included in the DemandDemand Request, and (y) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify for disposition in accordance with the intended method of disposition stated in the Demand Request and (ii) any other securities as to which the holders thereof have a contractual right to register Common Stock in such a transaction and shall have made a written request (a "Joining Request") to the Company for registration thereof within ten days (or such other period as may be contractually provided) after notice of such Registrable Securities)Demand Request, all to the extent requisite necessary to permit the sale or other disposition by such holders (in accordance with such intended methods of dispositioneach, a "Seller" and, collectively, the "Sellers") of the such Registrable Securities to be so registeredSecurities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Infineon Technologies Ag), Share Purchase Agreement (Ramtron International Corp)

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Demand Rights. Subject to the terms and conditions of this AgreementAgreement (including Section 8.2(b)), upon written notice delivered by a Registration Party (a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (including a registration to be made on a delayed or continuous basis under Section 415 of the Securities Act) of any or all of the Registrable Securities held (or to be held following the formation of NewcoNewco or the reorganization of the Existing GA Member, as applicable) by the Registration PartiesParty, which Demand shall specify the number and type of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such Demand to all other Stockholders Registration Parties and other Persons who may have piggyback registration rights with respect to such Demand Registration and shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of (x) the Registrable Securities which the Company has been so requested to register by such Stockholders Registration Parties in the Demand, and (y) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered.

Appears in 1 contract

Samples: Equity Holder Release (Emdeon Inc.)

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