Demand. Upon termination of this contract, either party or the escrow agent may send a release of xxxxxxx money to each party and the parties shall execute counterparts of the release and deliver same to the escrow agent. If either party fails to execute the release, either party may make a written demand to the escrow agent for the xxxxxxx money. If only one party makes written demand for the xxxxxxx money, escrow agent shall promptly provide a copy of the demand to the other party. If escrow agent does not receive written objection to the demand from the other party within 15 days, escrow agent may disburse the xxxxxxx money to the party making demand reduced by the amount of unpaid expenses incurred on behalf of the party receiving the xxxxxxx money and escrow agent may pay the same to the creditors. If escrow agent complies with the provisions of this paragraph, each party hereby releases escrow agent from all adverse claims related to the disbursal of the xxxxxxx money.
Demand basis If, under clause 10.2.2, the Bank has declared the Loan to be due and payable on demand, at any time thereafter the Bank may by further notice to the Borrowers demand repayment of the Loan on such date as may be specified whereupon the Loan shall become due and payable accordingly with all interest and commitment commission accrued and all other sums payable under this Agreement.
Demand. In the event that by the fifth (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company effect the registration under the Securities Act of all or part of the Registrable Securities, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration under the Securities Act, of the Registrable Securities which the Company has been so requested to register by the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 below.
Demand basis If, pursuant to clause 10.2.2, the Agent declares the Loan to be due and payable on demand, the Agent may (and if so instructed by the Majority Banks shall) by written notice to the Borrowers (a) call for repayment of the Loan on such date as may be specified whereupon the Loan shall become due and payable on the date so specified together with all interest accrued and all other sums payable under this Agreement or (b) withdraw such declaration with effect from the date specified in such notice.
Demand. Upon the occurrence of an Event of Default, the Guarantor shall, on demand by the Trustee, forthwith pay to the Trustee all Guaranteed Obligations for which such demand was made.
Demand. Subject to the terms of this Agreement, Agent shall make demand for repayment by Borrowers of all Liabilities owing by Borrowers hereunder, after the occurrence of an Event of Default, upon the written request of Requisite Lenders. Agent shall make such demand in such manner as it deems appropriate, in its sole discretion, to effectuate the request of the Requisite Lenders. Nothing contained herein shall limit the discretion of Agent to take reserves, to deem certain Accounts and Inventory ineligible, or to exercise any other discretion granted to Agent in this Agreement.
Demand. Protest. Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees at any time held by Bank on which Borrower may in any way be liable.
Demand. The Administrative Agent may make demand in writing to any Guarantor at any time and from time to time after the occurrence of and during the continuance of an Event of Default, each such written demand to be accepted by such Guarantor as complete and satisfactory evidence of the amount of the Guaranteed Obligations to be paid by such Guarantor absent manifest error. Each Guarantor shall pay to the Administrative Agent such amount or amounts payable under this Guarantee immediately upon such written demand.
Demand. Subject to the provisions of this Agreement and the LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have the right to require Echo to effect the registration under the Securities Act of all or part of the Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statem...
