Requesting Holders Clause Samples
The 'Requesting Holders' clause defines the rights and procedures for certain shareholders, often those holding a specified minimum percentage of shares, to initiate specific actions or requests under an agreement. Typically, this clause outlines how these holders can collectively demand company actions such as convening meetings, triggering registration rights, or requesting information, often requiring a formal written request and adherence to notice periods. Its core practical function is to empower minority or significant shareholders to act collectively, ensuring their interests are represented and that they have a mechanism to prompt company responses or actions when necessary.
Requesting Holders. If withdrawn by a Demanding Holder, any Requesting Holder may elect to continue an Underwritten Demand pursuant to the proviso in the immediately preceding sentence and such Underwritten Demand shall instead count as an Underwritten Demand demanded by such Requesting Holder for purposes of subsection 2.1.3. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Offering and shall not include the Registrable Securities of such withdrawing Demanding Holder(s) in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement (subject to the other terms and conditions of this Agreement). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to an Underwritten Offering prior to its withdrawal under this subsection 2.1.6.
Requesting Holders shall have only those registration rights with respect to such registration as set forth in Section 3(a) of this Agreement.
Requesting Holders. If any Initiating Holders or Requesting Holders disapproves of the terms of the underwriting, such Person may elect to withdraw from such underwriting and registration by written notice to Holdings, the Underwriter and the Initiating Holders. The Registrable Stock so withdrawn will also be withdrawn from registration; provided, however, that, if by the withdrawal of -------- ------- such Registrable Stock a greater number of shares of Registrable Stock may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then Holdings will offer to all holders of Registrable Stock who have included Registrable Stock in the registration the right to include additional Registrable Stock in the same proportion used in determining the limitation imposed by the provisions of this Section 5(b)(ii).
Requesting Holders. 2 1.9 Rule 144................................................2 1.10
Requesting Holders. (a) Required Filing Date 2.1(b)
Requesting Holders. 6 SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Requesting Holders. The term "Requesting Holders" shall have the meaning set forth in Section 2.1(c) hereof.
Requesting Holders upon receipt of any notice from the Purchaser of the happening of any event of the kind described in paragraph (iv) or (v) above, will forthwith discontinue, and cause their affiliates to discontinue, disposition of the Registrable Securities until Requesting Holders' receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (iv) above or until they are advised in writing by the Purchaser that the use of the prospectus may be resumed and have received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. If so directed by the Purchaser, Requesting Holders will deliver to the Purchaser or destroy all copies, other than permanent file copies then in the possession of Requesting Holders or their affiliates, of the prospectus required to be supplemented or amended.
Requesting Holders. Holders that have requested to participate ------------------ in an offering pursuant to Section 4.1 or 4.2. SEC: the Securities and Exchange Commission. --- Securities Act: the Securities Act of 1933. -------------- Special Committee: a special committee of the Board of ----------------- Directors, comprised of independent directors as such term is defined in Schedule D to the By-laws of the National Association of Securities Dealers, Inc., or any person or persons acting under the direction of such committee. Transaction: any transaction, including, without limitation, a ----------- merger, consolidation, sale of all or substantially all of the Company's assets or recapitalization of the Common Stock, and excluding any transaction as to which Section 7 applies. Triggering Event: any of the following: (i) a Change of ---------------- Control or (ii) a sale of a sufficient number of shares of Common Stock such that Viacom beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) shares of Common Stock constituting less than 20% of the total number of shares of Common Stock then outstanding.