Right to Demand. Upon the terms and subject to the conditions of this Agreement, Holders of at least a majority of the aggregate amount of outstanding Registrable Securities shall have the right, by written notice (the “Demand Notice”) given to the Company, to request the Company to register under and in accordance with the provisions of the Securities Act all or part of the Registrable Securities designated by such Holders (a “Demand Registration”). Upon receipt of any such Demand Notice, the Company will promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Securities in the proposed registration by giving notice to the Company within five days after the Holder receives such notice; provided, however, that Holders joining in a proposed registration pursuant to this sentence shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b) hereof and such Holders shall be included in such registration on the basis set forth in Section 2(h) hereof. The Company shall not be required to register any Registrable Securities under this Section 2 unless the anticipated aggregate offering price to the public for any such offering of the Registrable Securities included in such Demand Notice is expected to be at least $1 million.
Right to Demand. Subject to Section 3.02(b) below, at any time or from time to time after the consummation of the Qualified IPO, each of Ares and FS, in each case so long as it, together with its Related Persons and other Permitted Transferees, at the date of determination, beneficially owns at least 5% of the then outstanding Shares (the “Demand Holder”), may make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the “Request Notice”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by the Demand Holder (a “Demand Registration”); provided, that (i) the Company may, if the Board so determines that due to a pending or contemplated material acquisition or disposition or public offering or other material event involving the Company or any of its subsidiaries (a “Valid Business Reason”) it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holder written notice (the “Delay Notice”), defer such Demand Registration for a single period set forth in such Delay Notice with respect to such Demand Registration not to exceed 90 days; and (ii) the Company shall not postpone or delay a Demand Registration under this Section 3.02 more than once in any 12-month period. A registration pursuant to this Section 3.02 will be on such appropriate form of the Commission as shall be selected by the Demand Holder and be reasonably acceptable to the Company and as shall permit the intended method or methods of distribution specified by the Demand Holder, including a distribution to, and resale by, the partners of any Demand Holder. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Registration effective for more than (x) 360 days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the “Effectiveness Period”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period following an Effectiveness Period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 3.06. Upon any such request for a...
Right to Demand. Subject to the following sentence, if, at any time on or after December 31, 1999, any one or more of the LDC Holders holding Registrable Securities representing ten percent (10%) or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the LDC Holders into Registrable Securities at the then conversion price or exercise price) submits a written request (a "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by such LDC Holder or LDC Holders (an "LDC Demand Registration"), the Company shall thereupon, as expeditiously as possible, use its best efforts to file a registration statement with the Commission and have the registration statement declared effective by the Commission; provided, however, that the number of Registrable Securities as to which such request is made shall represent not less than five percent (5%) of the then outstanding Common Stock and Common Stock Equivalents. Notwithstanding the foregoing, the LDC Holders shall have the right, even though they hold Registrable Securities representing less than ten percent (10%) in the aggregate of the then outstanding Common Stock, to initiate an LDC Demand Registration by submitting a Request Notice to the Company at any time on or after December 31, 1999 if all of the following conditions are met: (i) the LDC Holders have not previously submitted a Request Notice to the Company that resulted in an effective LDC Demand Registration under the terms of this 7 7 Agreement, (ii) the Registrable Securities held by the LDC Holders represent less than ten percent (10%) in the aggregate of the then outstanding Common Stock as a result of additional issuances of Common Stock by the Company after the date of this Agreement, (iii) the LDC Holders are not then eligible to sell the Registrable Securities held by them pursuant to the provisions of paragraph (k) of Rule 144 under the 1933 Act (or any successor provision) and (iv) such Request Notice relates to the proposed sale by the LDC Holders of either (x) Registrable Securities representing not less than five percent (5%) of the then outstanding Common Stock and Common Stock Equivalents or (y) all of the Registrable Securities then held by the LDC Holders. The LDC Holders acknowledge that, within 10 days after receipt of such Request Notice, the Company w...
Right to Demand. On one occasion after 90 days after a Qualified IPO, the holders of 50% or more of the aggregate number of Registrable Securities may collectively make a written request of the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities (a "Demand Registration"); provided, however, that (x) the Company need not effect a Demand Registration unless such Demand Registration shall include at least 50% of the Registrable Securities originally issued to each demanding Holder under the Subscription Agreement and 5% of the issued and outstanding shares of Common Stock of the Company as of the date the request is made, (y) the Company may, if the Board of Directors determines in the exercise of its reasonable judgment that effecting such Demand Registration at such time would have a material adverse effect on the Company, defer such Demand Registration for a single period not to exceed 90 days, and (z) if the Company elects to defer any Demand Registration pursuant to (y) above, no Demand Registration shall be deemed to have occurred for purposes of this Agreement. Within 10 days after receipt of the request for a Demand Registration, the Company will send written notice (the "Notice") of such registration request and its intention to comply therewith to each of the other Holders and, subject to Section 2.2(c) below, the Company will include in such registration all Registrable Securities of such Holders with respect to which the Company has received written requests for inclusion therein within 20 business days after the effectiveness of the Notice. All requests made pursuant to this Section 2.2(a) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof.
Right to Demand. Subject to Section 3(b) hereof, at any time after the August 15, 2000, the Holder may make a written request to the Company for registration under the Securities Act of all or part of their Registerable Securities (a "Demand Registration"). The Company will include in such registration all Registerable Securities with respect to which the Company has received written request for inclusion therein. Any request made pursuant to this Section 3(a) will specify the aggregate amount of the Registerable Securities to be registered and will also specify the intended methods of disposition thereof.
Right to Demand. At any time and from time to time after June 5, 2000, each of Nassau, Kamine, AT&T and the Majority Series C Holders (each of which is referred to in this Section 6 as a "Demand Holder") may request the Company to register its Registrable Securities in the manner set forth herein by written notice (the "REGISTRATION NOTICE") to the Company only if a disposition of the Registrable Securities may not, in the opinion of the Demand Holder, be effected in the public marketplace (as opposed to a private transaction under the Securities Act) at equally favorable net terms to the Demand Holder without registration of such shares under the Securities Act. In the event that the Company receives a Registration Notice, the Company shall effect a registration under the Securities Act of the number of Registrable Securities determined in accordance with Section 6.1(c) on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS") or on Form S-2 or S-3 or any similar short-form registration ("SHORT-FORM REGISTRATIONS") if available. All registrations requested pursuant to this Section 6.1(a) are referred to herein as "DEMAND REGISTRATIONS.
Right to Demand. WP or the GW Shareholders may make a written --------------- request to the Company for registration with the Securities and Exchange Commission (the "Commission") under and in accordance with the provisions of the ---------- Securities Act of all or part of its Registrable Securities. Within 10 days after receipt of any such request, the Company will serve written notice (the "Demand Notice") of such registration request to WP and the GW Shareholders and -------------- the Company will include in such registration all Registrable Securities of WP and the GW Shareholders with respect to which the Company has received written requests for inclusion therein within 15 Business Days after the receipt by the applicable holder of the Demand Notice. All requests made pursuant to this Section 3(b)(1) (each, a "Demand Registration") will specify the aggregate ------------------- number and type of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof. WP shall be entitled to four Demand Registrations and the GW Shareholders shall be entitled to two Demand Registrations.
Right to Demand. 3 (b) Number of Demand Registrations; Payment of Expenses....................................4 (c)
Right to Demand. At any time or from time to time the Majority Stockholder may make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the “Request Notice”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by the Majority Stockholder (a “Demand Registration”). A registration pursuant to this Section 3.02 will be on such appropriate form of the Commission as shall be selected by the Majority Stockholder and be reasonably acceptable to the Company and as shall permit the intended method or methods of distribution specified by the Majority Stockholder, including a distribution to, and resale by, the partners or Affiliates of the Majority Stockholder. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 3.01 and thereupon the Company will, subject to Section 3.01(c) and 3.02(d) hereof, use its reasonable best efforts to effect the prompt registration under the 1933 Act of:
Right to Demand. (i) Subject to the conditions stated hereinafter in this Section 2.2(a), beginning 18 months after the date hereof, the Holder may make a written request to the Company for registration with the Commission of the sale of all or part of the Registrable Securities owned by the Holder under and in accordance with the provisions of the 1933 Act (a "Demand Registration"); provided that the Company may if necessary delay the filing of any registration statement relating to any such Demand Registration for such reasonable period of time as is necessary to prepare the financial statements of the Company for the fiscal period most recently ended prior to such written request; provided further, however, that the Holder will use its good-faith, reasonable efforts to time its requests for the Demand Registration (within the meaning of Section 2.2(b)) in such a manner so as to minimize, to the extent possible, the cost of such Demand Registration to the Company; provided further, however, that the preceding proviso shall in no way limit the rights of the Holder to realize the maximum possible value for their shares of Registrable Securities to be offered to the public under such Demand Registration; provided further that the effective date of any registration statement relating to any such Demand Registration shall occur as soon as practicable, and no later than 75 days after the written request for a Demand Registration is made by the Holder or the Holders' Representative, as applicable, in the manner described in the first sentence of this Section 2.2(a)(i) (unless a delay beyond such 75-day period occurs despite the Company's having acted with diligence and good faith towards obtaining the effectiveness of such registration statement within such 75-day period); and provided further that in the event that more than one Person shall constitute the "Holder" under this Agreement, any such written request for a Demand Registration may be made only by the Holders' Representative.