Common use of Demand Rights Clause in Contracts

Demand Rights. Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time 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 by such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to all other Registration Parties and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties by written request given to the Company within 10 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 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Registration Party to include Registrable Securities in such registration shall be conditioned upon such Registration Party’s participation in such underwriting and the inclusion of such Registration Party’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 2.7) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.

Appears in 1 contract

Samples: Registration Rights Agreement (Driven Brands Holdings Inc.)

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Demand Rights. Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time upon written notice delivered by a Xxxxx Registration Party, a North Island Registration Party or a Temasek 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 by such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to all other Registration Parties Holders and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up lockup agreements delivered pursuant to the underwriting agreement relating to the IPOUnderwriting Agreement, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties Holders by written request given to the Company within 10 20 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 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Registration Party Holder to include Registrable Securities in such registration shall be conditioned upon such Registration PartyHolder’s participation in such underwriting and the inclusion of such Registration PartyHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the Holders with a majority of the Registrable Securities participating in the registration and by the requesting Registration Party) to the extent provided in this Agreement, and all Registration Parties Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 2.7) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.Section

Appears in 1 contract

Samples: Registration Rights Agreement (Virtu Financial, Inc.)

Demand Rights. Subject to the terms and conditions of this Agreement (including Section 2.1(b))If, at any time upon written notice delivered by a Registration Party (a “Demand”) at any time requesting that following the Company effect Closing, the registration (a “Demand Registration”) under the Securities Act of Purchaser shall desire to sell any or all of the Registrable Shares or any voting securities acquired by the Purchaser pursuant to Section 4.4 hereof (for purposes of this Section 4.3 "Shares" shall include such voting securities), under circumstances requiring registration under the Securities held Act, and shall so advise the Company by such Registration Party, written notice (which Demand notice shall specify the number of Shares proposed to be sold, describe the method of proposed sale and type contain an undertaking by the Purchaser to provide all such information and to take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such Registrable Securities to be included in such registration and the intended method or methods of disposition of such Registrable Securitiesstatement), the Company shall, as shall promptly as reasonably practicable, give written notice of such Demand to all other Registration Parties prepare and shall, as promptly as reasonably practicable, at any time after file a registration statement with the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement SEC relating to the IPO, file the appropriate registration statement such Shares and use its reasonable best efforts to effect cause such registration statement to become effective and remain effective for a period of not less than six months (or such lesser period as the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which parties may agree); provided, however, that the Company has been so requested shall not be obligated to register for sale by effect more than two such Registration Party in registrations. If the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties by written request given to the Company within 10 days after the giving plan of such written notice distribution specified by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject Purchaser with respect to Section 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Registration Party to include Registrable Securities in such registration shall be conditioned upon involves the selection of a managing underwriter or underwriters, such Registration Party’s participation in such underwriting and the inclusion of such Registration Party’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 2.7) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected shall be chosen by the Purchaser, subject to the approval of the Company, which approval shall not be unreasonably withheld. In connection with any such registration, the Company will make such filings, and will use its reasonable best efforts to cause such filings to become effective, so that the Shares proposed to be sold shall be registered or qualified for sale under the securities or Blue Sky laws of such underwritingjurisdictions as shall be reasonably appropriate for the distribution of the Shares covered by the registration statement; provided, however, that the Company shall not be required to register as a broker or dealer in any jurisdiction where it is not then so registered or to qualify to do business as a foreign corporation in any jurisdiction where it is not then so qualified or to file any general consent to service of process.

Appears in 1 contract

Samples: Stock Purchase Agreement (Delta Air Lines Inc /De/)

Demand Rights. Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time 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 by such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to all other Registration Parties and shall, as promptly as reasonably practicableIf, at any time after the expiration or waiver Purchaser obtains any of the lock-up agreements delivered Shares hereunder, the Purchaser shall desire to sell any or all of the Shares or any voting securities acquired by the Purchaser pursuant to Section 5.4 hereof (for purposes of this Section 5.3 "Shares" shall include such voting securities), under circumstances requiring registration under the underwriting agreement Securities Act, and shall so advise the Company by written notice (which notice shall specify the number of Shares proposed to be sold, describe the method of proposed sale and contain an undertaking by the Purchaser to provide all such information and to take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement), the Company shall promptly prepare and file a registration statement with the SEC relating to the IPO, file the appropriate registration statement such Shares and use its reasonable best efforts to effect cause such registration statement to become effective and remain effective for a period of not less than six months (or such lesser period as the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which parties may agree); provided, however, that the Company has been so requested shall not be obligated to register for sale by effect more than two such Registration Party in registrations. If the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties by written request given to the Company within 10 days after the giving plan of such written notice distribution specified by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject Purchaser with respect to Section 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Registration Party to include Registrable Securities in such registration shall be conditioned upon involves the selection of a managing underwriter or underwriters, such Registration Party’s participation in such underwriting and the inclusion of such Registration Party’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 2.7) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected shall be chosen by the Purchaser, subject to the approval of the Company, which approval shall not be unreasonably withheld. In connection with any such registration, the Company will make such filings, and will use its reasonable best efforts to cause such filings to become effective, so that the Shares proposed to be sold shall be registered or qualified for sale under the securities or Blue Sky laws of such underwriting.jurisdictions as shall be reasonably appropriate for the distribution of the Shares covered by the registration statement; provided, however, that the Company shall not be required to register as a broker or dealer in any jurisdiction where it is not then so registered or to qualify to do business as a foreign corporation in any jurisdiction where it is not then so qualified or to file any general consent to service of process. (b)

Appears in 1 contract

Samples: 3 Stock Option Agreement Stock Option Agreement (Skywest Inc)

Demand Rights. Subject Upon written notice to the terms and conditions of this Agreement Company (including Section 2.1(b)the "Registration Demand"), at any time upon written notice delivered beginning eleven (11) months after the Effective Date and within the three (3) year(s) period following the Effective Date hereof, given (i) by a Registration Party Sellers or (a “Demand”ii) by Ellis or at any time requesting least two persons tx xxxm the Shares have been transferred from ADS, or AWS or Ellis (individually and collectxxxxx, the "Selling Shareholders"), that such persons contemplate the Company effect sale or transfer of all or part of the Shares under circumstances that may require registration (a “Demand Registration”) of such shares under the Securities Act of any or all of the Registrable Securities held by such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the intended method or methods of disposition of such Registrable SecuritiesAct, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to all other Registration Parties and shallat its own expense, as promptly as reasonably practicablepossible after receipt of such Registration Demand, at any time after file with the expiration or waiver SEC a registration statement pursuant to Section 5 of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file Act on the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in the Demandform, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties by written request given with respect to the Company within 10 days after the giving of such written notice by the Company offer and sale (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject to Section 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of or other disposition) of the Registrable Securities to be so registered Shares for salewhich the Company shall have received such Registration Demand. Notwithstanding Within thirty (30) business days after receiving the foregoing, in the event the method of disposition is an underwritten offeringRegistration Demand, the right Company shall notify all the Selling Shareholders and advise them that the Company is proceeding with the filing of a registration statement (or notification) and the Company shall offer to include for registration under such registration statement (or notification) the Shares of those Selling Shareholders. The Company shall not be obligated to register the Shares of any such Selling Shareholder unless such other Selling Shareholder accepts the Company's offer of registration in writing within ten (10) days after such offer is made. A Selling Shareholder shall make only one registration demand in any calendar year. The Company shall take all action necessary to file such registration statement and cause it to become effective within one hundred twenty (120) days after receipt of said Registration Party Demand. Except as provided below, the cost of such registration statement (including any attorneys' fees, accounting fees and underwriters' fees) shall be borne solely by the Selling Shareholders whose Shares are registered, on a pro rata basis in proportion to include Registrable Securities the Shares owned by each Selling Shareholder, if the Company elects not to offer any Shares for its own account pursuant to the registration statement or notification; provided that if the Company includes any of its Shares in such registration statement or notification, the Company shall pay all costs of such registration, other than the underwriter's discount and any underwriter expenses. Any provision of this Section 2 notwithstanding, if any registration demand is made by Ellis, the Company agrees to xxx all costs of such registration, without regard to whether the Company is registering Shares for sale on its own account, but Ellis shall be conditioned upon such Registration Party’s participation responsible for xxx underwriter's discount and underwriter's expenses. If only the Shares of the Selling Shareholders are included in such underwriting and notification or registration statement, no Shares of the inclusion Company shall be registered for a period of such Registration Party’s Registrable Securities in 90 days following the underwriting date offering of the Shares is completed. Demand registration rights under this Section 2(b) shall terminate on the day prior to the extent provided in this Agreement, and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall (together with third anniversary of the Company as provided in Section 2.7) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingEffective Date.

Appears in 1 contract

Samples: Securities Purchase and Registration Agreement (Knight Transportation Inc)

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Demand Rights. Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time upon written notice delivered by a Registration Party Principal Stockholder (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 by such Registration PartyPrincipal Stockholder, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to all other Registration Parties Holders and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party Principal Stockholder in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties Holders by written request given to the Company within 10 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 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Registration Party Holder to include Registrable Securities in such registration shall be conditioned upon such Registration PartyHolder’s participation in such underwriting and the inclusion of such Registration PartyHolder’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Registration Parties Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 2.7) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.

Appears in 1 contract

Samples: Registration Rights Agreement (Latham Group, Inc.)

Demand Rights. Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time 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 by such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to all other Registration Parties and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties by written request given to the Company within 10 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 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Registration Party to include Registrable Securities in such registration shall be conditioned upon such Registration Party’s participation in such underwriting and the inclusion of such Registration Party’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 2.7) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.. Table of Contents

Appears in 1 contract

Samples: Registration Rights Agreement (Driven Brands Holdings Inc.)

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