Initial Demand Registration Sample Clauses
The Initial Demand Registration clause establishes the process by which a party can formally notify the other party of its intention to register securities for sale, typically under a registration rights agreement. In practice, this clause outlines the requirements for submitting a registration demand, such as the minimum number of securities involved, the form and content of the notice, and any timeframes that must be observed. Its core function is to ensure that parties entitled to registration rights have a clear and structured method to initiate the registration process, thereby facilitating access to public markets and providing a mechanism for liquidity.
Initial Demand Registration. At any time after the second anniversary of the Merger Closing Date, any Principal Stockholder (by itself or together with its Ultimate Parent Entity and its Ultimate Parent Entity’s Controlled Affiliates and any of its Partial Rights Transferees) beneficially owning, in the aggregate, 40% or more of the outstanding Common Shares (the “Initial Requesting Holder”) may request registration under the Securities Act of all or any portion of the Registrable Shares beneficially owned by such Initial Requesting Holder on Form S-1 or similar long-form registration statement as part of an underwritten offering (the “Initial Demand Registration”); provided that such Initial Requesting Holder shall only be entitled to make such Initial Demand Registration if the aggregate offering price of the Registrable Shares to be sold in such offering is reasonably expected to be at least $75 million. The Initial Requesting Holder may request that the Initial Demand Registration be a firm commitment underwritten offering. At the request of the Initial Requesting Holder, if (A) it is necessary in order to comply with the rules and regulations of any applicable Self-Regulatory Organization or (B) if the managing and lead underwriters, in their reasonable judgment, determine that it is advisable and inform the Initial Requesting Holder and the Company of such determination, the Company will cause the automatic conversion of the Class B Shares into Class A Shares as set forth in the Certificate of Incorporation.
Initial Demand Registration. The registration statement on Form S-1 in respect of the Secondary Offering shall hereby constitute the initial Demand Registration under this Agreement (the “Initial Demand”). The Kojaian Investors shall specify the number of Registrable Shares to be sold by it in the Secondary Offering in the manner specified in the Exchange Agreement. The Company shall file the registration statement in respect of the Initial Demand as soon as practicable and, in any event, within ten (10) days of the date hereof and shall use reasonable best efforts to cause the same to be declared effective by the SEC as promptly as practicable. The Kojaian Investors shall have the right to select the investment banking firms to manage or participate in the Secondary Offering and to direct the replacement of such firms. It is hereby acknowledged and agreed that there shall not be any Requesting Holders in the Secondary Offering and that there shall not be any deferral of filing as provided by Section 2.1.6 hereof. Except to the extent modified in this Section 2.1.7, the Initial Demand shall be subject to all of the terms and provisions of this Agreement and shall constitute and be deemed to be a Demand Registration.
Initial Demand Registration. In the event that the Company or --------------------------- its successor is not eligible to use Securities Act Form S-3 (or comparable successor form) on or before April 30, 1998 (because AOP or its successor is not then subject to the reporting requirements of the Exchange Act or for any other reason), then Investors holding not less than a majority of the aggregate Registrable Securities outstanding may make a written request (the "Initial Demand Notice") for registration under the Securities Act (the "Initial Demand Registration") of the Registrable Securities then held by the Investors. The Initial Demand Notice shall be sent to the Company and all of the Investors in accordance with Section 9(e) hereof. The Initial Demand Notice will specify the ------------ number of shares of Registrable Securities proposed to be sold, provided that the aggregate amount of Shares to be registered pursuant to the Initial Demand Registration shall not be less than a majority of the Registrable Securities then held by the Investors. Following receipt of the Initial Demand Notice from the Investors, the Company promptly will file and use all commercially reasonable efforts to cause to be effective a registration statement on any available form (including, if no other form is available, Form S-11) which will cover the resale of the Registrable Securities that the Company has been so requested to register by the Investors. Notwithstanding the foregoing, the Company shall file and cause to be effective a Shelf Registration on Securities Act Form S-3 (or comparable successor form) pursuant to Section 2(a) above as ------------ soon as practicable after it becomes eligible to use such form. The Company shall not be required to effect more than one Initial Demand Registration under this Section 2(b). A registration requested pursuant ------------ to this Section 2(b) will not be deemed to have been effected (and it shall not ------------ count as the Initial Demand Registration) unless the Registration Statement relating thereto has become effective under the Securities Act; provided, -------- however, that if, after such Registration Statement has become effective, the ------- offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected (and it shall not count as the Initial Deman...
Initial Demand Registration. The Issuer (i) shall prepare and file, no later than ninety (90) days following the Initial Closing Date, a Registration Statement (as defined below) on Form S-1 (or any successor form or other appropriate form under the Securities Act) to permit pursuant to Rule 415 under the Securities Act the public resale of all of the Registrable Securities then issued and outstanding in accordance with the terms of this Agreement and (ii) shall use commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, but in any event no later than the earlier of (A) one hundred twenty (120) days (or one hundred fifty (150) days if the SEC notifies the Issuer that it will “Review” the Registration Statement) following the Initial Closing Date and (B) ten (10) business days following the date the SEC notifies (orally or in writing, whichever is earlier) the Issuer that it will not “Review” the Registration Statement or that the Registration Statement will not be subject to further review. Subject only to Section 7.2, the Issuer shall only be required to file one Registration Statement with respect to the Registrable Securities.