Demand Rights Subject to the conditions of this Section 3.1, if the Company shall receive a written request from the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Preferred Stock that were issued in exchange for shares of series A, series AA, series B or series BB preferred stock of Renewable Energy Group, Inc., a Delaware corporation (“REG”), pursuant to the Agreement and Plan of Merger dated , 2009 by and among the Company, REG and REG Merger Sub, Inc. (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with anticipated proceeds of at least (i) $40,000,000 at a share price (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization as generally described in the Company’s Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)) of at least two times the original purchase price per share of the Series A Preferred Stock for the Initial Offering or (ii) $10,000,000 for a public offering thereafter, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use best efforts to file, and commercially reasonable efforts to cause to become effective, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.1(a). The holders of Senior Registrable Securities shall be limited to a maximum of two (2) demand registrations pursuant to this Section 3.1, provided that a registration requested pursuant to this Section 3.1(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective for a period of at least one hundred twenty (120) days, (ii) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Holders of Registrable Securities, or (iv) if the Holders of Registrable Securities that would otherwise be underwritten are required to exclude or withdraw a number of Registrable Securities from such underwriting pursuant to Section 3.1(b) the result of which is gross proceeds to the Holders of Registrable Securities from the registration of less than $40,000,000 if the Initial Offering or $10,000,000 if a public offering thereafter.
Form S-3 Demand If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.
Demand Registration Rights At any time after the date two years after the Closing Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.
Effective Demand Registration The Company shall use its commercially reasonable efforts to cause any such Demand Registration to become and remain effective not later than sixty (60) days after it receives a request under Section 3(a) hereof. A registration shall not constitute a Demand Registration until it has become effective and remains continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold and (ii) 120 days; provided, however, that a registration shall not constitute a Demand Registration if (x) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holder.
Not Demand Registration Registration pursuant to this Section 2.4 shall not be deemed to be a demand registration as described in Section 2.3 above. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 2.4.
Demand Registration (a) At any time following the expiration of the Disposition Restriction Period, if the Company is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement as required under Section 5.1 hereof, the Investors’ Representative shall have the right, by delivering a written notice to the Company (a “Demand Notice”), to require the Company to register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by any Investors and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that the Company shall not be required to effect more than two (2) Demand Registrations for underwritten offerings pursuant to this Section 5.2(a); and, provided, further, that the Investors shall not be entitled to deliver to the Company more than one (1) Demand Registration in any twelve (12) month period and, in any event, a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the Investors’ Representative is reasonably expected to result in aggregate gross cash proceeds in excess of $100,000,000 (without regard to any underwriting discount or commission); and provided, further that the Investors shall not be entitled to request more than two (2) Company Supported Distributions in the aggregate (including underwritten Demand Registrations). A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use commercially reasonable efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice, a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Investors thereof in accordance with the methods of distribution elected by such Investors (a “Demand Registration Statement”) and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, it being agreed that if any Investor intends to distribute any Registrable Securities by means of an underwritten offering it shall promptly so advise the Company and the Company shall cooperate with such Investor to facilitate such distribution, including but not limited to the actions required pursuant to Section 5.5(a)(viii) and, if a Company Supported Distribution is requested, Section 5.5(a)(xiv).
Demand Registrations Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrations.
Form S-1 Demand If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any or all of the Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price expected to exceed $10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.
Request for Demand Registration Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Form S-3 Registration In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
