Common use of Effective Registration Clause in Contracts

Effective Registration. PubCo shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 13 contracts

Samples: Business Combination Agreement (Magnum Opus Acquisition LTD), Investor Rights Agreement (Goal Acquisitions Corp.), Investor Rights Agreement (Churchill Capital Corp III)

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Effective Registration. PubCo shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains continuously effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwriters, a prospectus is required by law Law to be delivered in connection with sales of Registrable Securities by an Underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency Governmental Entity or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 7 contracts

Samples: Payment Agreement (GigCapital4, Inc.), Payment Agreement (GigCapital4, Inc.), Payment Agreement (GigCapital4, Inc.)

Effective Registration. PubCo The Corporation shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, in the opinion of counsel for the Underwritersunderwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 7 contracts

Samples: Registration Rights Agreement (GoHealth, Inc.), Registration Rights Agreement (Yesway, Inc.), Registration Rights Agreement (Bridge Investment Group Holdings Inc.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, in the opinion of counsel for the Underwritersunderwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 4 contracts

Samples: Stockholders Agreement (Goodman Sales CO), Stockholders Agreement (Snap One Holdings Corp.), Stockholders Agreement (Snap One Holdings Corp.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to the applicable Demand Party for purposes of Section 2.11 if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 120 days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.11 if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or court, (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderDemand Party or (iii) there is a Demand Suspension.

Appears in 4 contracts

Samples: Shareholders’ Agreement (Victory Capital Holdings, Inc.), Shareholders’ Agreement (Brown David Craig), Shareholders’ Agreement (Victory Capital Holdings, Inc.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demanding Sponsor.

Appears in 4 contracts

Samples: Registration Rights Agreement (Avaya Holdings Corp.), Registration Rights Agreement (Neiman Marcus, Inc.), Registration Rights Agreement (Neiman Marcus Group Inc)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, in the opinion of counsel for the Underwritersunderwriters, a prospectus is required by law Law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 3 contracts

Samples: Stockholders Agreement (Grocery Outlet Holding Corp.), Stockholders Agreement (Grocery Outlet Holding Corp.), Stockholders Agreement (Grocery Outlet Holding Corp.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared becomes effective by the SEC and remains effective for not less than one hundred and eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration or the successful completion of the relevant sale is interfered with prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demand Holders.

Appears in 3 contracts

Samples: Registration Rights Agreement (GLOBALFOUNDRIES Inc.), Registration Rights Agreement (GLOBALFOUNDRIES Inc.), Registration Rights Agreement (GLOBALFOUNDRIES Inc.)

Effective Registration. PubCo Other than for a Shelf Registration, LPL shall be deemed to have effected a Demand Registration only if the Registration Statement pursuant relating to such registration Registration is declared effective by the SEC and remains effective for (i) not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or (ii) if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Registration Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Registration Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderSponsor.

Appears in 3 contracts

Samples: Stockholders’ Agreement (LPL Investment Holdings Inc.), Stockholders’ Agreement (LPL Investment Holdings Inc.), Stockholders’ Agreement (LPL Investment Holdings Inc.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to the applicable Demand Party for purposes of Section 2.11 if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.11 if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderDemand Party.

Appears in 3 contracts

Samples: Registration Rights Agreement (Silk Road Medical Inc), Registration Rights Agreement (Silk Road Medical Inc), Registration Rights Agreement (Silk Road Medical Inc)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, as in the opinion of counsel for the Underwritersunderwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 3 contracts

Samples: Stockholders Agreement (Troxel Douglas D), Stockholders Agreement (Serena Software Inc), Stockholders Agreement (Silver Lake Partners Ii L P)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to the Demand Party for purposes of Section 2.10 if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement or Canadian Prospectus have been sold or withdrawn) or a receipt has been issued for the final Canadian Prospectus by the applicable Commission(s), oras applicable, or if such Registration Statement and/or Canadian Prospectus relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.10 if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC SEC, the Commissions or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderDemand Party.

Appears in 3 contracts

Samples: Registration Rights Agreement (Sophiris Bio Inc.), Registration Rights Agreement (Sophiris Bio Inc.), Registration Rights Agreement (Sophiris Bio Inc.)

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law law, to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demanding Investor.

Appears in 3 contracts

Samples: Registration Rights Agreement (ProSight Global, Inc.), Registration Rights Agreement (Garrett Motion Inc.), Registration Rights Agreement (ProSight Global, Inc.)

Effective Registration. PubCo The Partnership shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating the Demanding Holder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Northern Tier Energy LP), Registration Rights Agreement (Northern Tier Energy, Inc.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to the applicable Demand Party for purposes of Section 2.11 if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.11 if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demand Party.

Appears in 2 contracts

Samples: Registration Rights Agreement (Interactive Data Holdings Corp), Registration Rights Agreement (Interactive Data Corp/Ma/)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less fewer than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (in either case, such period being the applicable period, the “"Demand Period"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period Period, such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holdersatisfied.

Appears in 2 contracts

Samples: Registration Rights Agreement (Classic Cable Inc), Registration Rights Agreement (Classic Communications Inc)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 2 contracts

Samples: Shareholders’ Agreement (IMS Health Holdings, Inc.), Indemnification Agreement (IMS Health Holdings, Inc.)

Effective Registration. PubCo A registration request pursuant to Section 5.2(a) shall not be deemed to have effected a Demand Registration if unless the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), sold) or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 2 contracts

Samples: Shareholders Agreement (Hawker Beechcraft Notes Co), Shareholders Agreement (Hawker Beechcraft Quality Support Co)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, in the opinion of counsel for the Underwritersunderwriters, a prospectus Prospectus is required by law Law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderSponsor Fund.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Velocity Commercial Capital, Inc.), Stockholders’ Agreement (Velocity Commercial Capital, Inc.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to the applicable Demand Party for purposes of Section 2.11 if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.11 if (i) during the Demand Period such registration Registration or the successful completion of the relevant sale is interfered with prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demand Party.

Appears in 2 contracts

Samples: Registration Rights Agreement (Endurance International Group Holdings, Inc.), Registration Rights Agreement (Endurance International Group Holdings, Inc.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, as in the opinion of counsel for the Underwritersunderwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 2 contracts

Samples: Members’ Agreement (Geovera Insurance Holdings, Ltd.), Shareholders’ Agreement (Geovera Insurance Holdings, Ltd.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (in either case, such period being the applicable period, the “"Demand Period"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such an applicable underwriting agreement by a participating Holderthe Company.

Appears in 2 contracts

Samples: Registration Rights Agreement (TPG Partners Ii Lp), Registration Rights Agreement (Oxford Health Plans Inc)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to the applicable Demand Party for purposes of Section 2.11 if the Demand Registration Statement pursuant to such registration is declared becomes effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.11 if (i) during the Demand Period such registration Registration or the successful completion of the relevant sale is interfered with prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demand Party.

Appears in 2 contracts

Samples: Registration Rights Agreement (Sotera Health Co), Registration Rights Agreement (Sotera Health Co)

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 2 contracts

Samples: Management Services Agreement (J Crew Group Inc), Principal Investors Stockholders’ (J. Crew Inc.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration for purposes of Section 2.12 if the Demand Registration Statement pursuant to such registration is declared becomes effective by the SEC and remains effective for not less than one hundred eighty and twenty (180120) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.12 if (i) during the Demand Period such registration Registration or the successful completion of the relevant sale is interfered with prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demand Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Oneconnect Financial Technology Co., Ltd.), Registration Rights Agreement (Oneconnect Financial Technology Co., Ltd.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating the Demanding Holder.

Appears in 2 contracts

Samples: Registration Rights Agreement (J Crew Group Inc), Registration Rights Agreement (J Crew Operating Corp)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to First Reserve for purposes of Section 2.11 if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will shall terminate when all Registrable Securities of the First Reserve Parties covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.11 if (i) during the Demand Period such registration Registration or the successful completion of the relevant sale is interfered with prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderFirst Reserve.

Appears in 2 contracts

Samples: Registration Rights Agreement (Forest Oil Corp), Registration Rights Agreement (Forest Oil Corp)

Effective Registration. PubCo A registration request pursuant to Section 5.1(a) shall not be deemed to have effected a Demand Registration if unless the Demand Registration Statement pursuant to such registration is declared effective by the SEC (or, in the case of a Demand Registration Statement filed with the SEC when the Company is a WKSI, when such Demand Registration Statement is so filed) and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), sold) or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 2 contracts

Samples: Stockholders Agreement (Allison Transmission Holdings Inc), Stockholders Agreement (Allison Transmission Holdings Inc)

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Effective Registration. PubCo shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the reasonable opinion of legal counsel for the Underwriters, a prospectus is required by law applicable Law to be delivered in connection with sales of Registrable Securities by an Underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by SEC or another Governmental Entity issue any stop order, injunction or other order suspension or requirement limitation of the SEC or other governmental agency or court or (ii) registration pursuant to applicable Law during the Demand Period the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holdersatisfied.

Appears in 2 contracts

Samples: Investor Rights Agreement (Clean Earth Acquisitions Corp.), Business Combination Agreement (Clean Earth Acquisitions Corp.)

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.the Demanding Investor. Table of Contents

Appears in 1 contract

Samples: Registration Rights Agreement (TransUnion Holding Company, Inc.)

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected (and shall not be deemed to be a Demand Registration for purposes of Section 6.1(b)) if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 1 contract

Samples: Stockholders’ Agreement (TC3 Health, Inc.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”"DEMAND PERIOD"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Magellan Health Services Inc)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 1 contract

Samples: Registration Rights and Shareholders’ Agreement (Polymer Holdings LLC)

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demanding Sponsor.

Appears in 1 contract

Samples: Registration Rights Agreement (Biomet Inc)

Effective Registration. PubCo New Journal shall be deemed to have effected a Demand Registration if the applicable Registration Statement pursuant with respect to such registration Demand Registration is declared effective by the SEC and remains effective for not less than one hundred eighty sixty (18060) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawnsold), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (in either case, such period being the applicable period, the “"Demand Period"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period sales of Registrable Securities pursuant to such registration is interfered with Registration Statement are prohibited for any period of ten (10) consecutive Business Days by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderNew Journal.

Appears in 1 contract

Samples: Shareholders Agreement (Journal Co)

Effective Registration. PubCo Buyer shall be deemed to have effected a Demand Registration only if the Registration Statement pursuant registration statement relating to such registration demand is declared effective by the SEC and remains effective for (i) not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement registration statement have been sold or withdrawn), or, or (ii) if such Registration Statement registration statement relates to an Underwritten Offeringunderwritten offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderSponsor or Founder.

Appears in 1 contract

Samples: Stockholders Agreement (LPL Investment Holdings Inc.)

Effective Registration. PubCo A Registration request pursuant to Section 5.2(a) shall not be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), sold) or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 1 contract

Samples: Shareholders Agreement (Sensus Metering Systems Inc)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the "Demand Period"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Investor.

Appears in 1 contract

Samples: Rights Agreement (Biltmore Surgery Center Holdings Inc)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, in the opinion of counsel for the Underwritersunderwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder. Section 5.4.

Appears in 1 contract

Samples: Stockholders Agreement (Snap One Holdings Corp.)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, under- writer or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (in either case, such period being the applicable period, the “"Demand Period"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, act or misrepresentation or breach of such an applicable underwriting agreement by a participating Holderthe Investor.

Appears in 1 contract

Samples: Employment Agreement (Brera Capital Partners Lp)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the "Demand Period"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Company.

Appears in 1 contract

Samples: Registration Rights Agreement (TPG Advisors Ii Inc)

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law law, to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating the Demanding Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Chinos Holdings, Inc.)

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.the Demanding Investor. EXHIBITS TO TRANSUNION MAJOR STOCKHOLDERS’ AGREEMENT

Appears in 1 contract

Samples: Joinder Agreement (TransUnion)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 60 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Appears in 1 contract

Samples: Shareholders’ Agreement (Burger King Holdings Inc)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the "Demand Period"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.into

Appears in 1 contract

Samples: Registration Rights Agreement (On Semiconductor Corp)

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus is required by law to be delivered Law for the delivery of a Prospectus in connection with sales the sale of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the "Demand Period"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency or court or (ii) the conditions to closing specified in the applicable underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe holders.

Appears in 1 contract

Samples: Rights Agreement (Hanaro Telecom Inc)

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