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Demand Registration
Demand Registration contract clause examples

Demand Registration Withdrawal. The Demanding Holders initiating a Demand Registration pursuant to a Registration under [subsection 2.1.1] of this Agreement shall have the right to withdraw from such Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. 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 a Demand Registration prior to its withdrawal under this [subsection 2.1.5].

Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under [subsection 2.1.1] shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. 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 a Demand Registration prior to its withdrawal under this [subsection 2.1.5].

At any time upon the written request of one or more Founding Stockholders holding Restricted Securities representing at least 30% of the outstanding Restricted Securities requesting that the Corporation effect the registration under the Securities Act of such Founding Stockholders’ Restricted Se4curities having an aggregate net offering price of at least $5,000,000 (based on the current market price or fair market value), and specifying the intended method of disposition thereof and whether or not such requested registration is to be an underwritten offering (such notice is hereinafter referred to as a ‘Founding Stockholder Request”), the Corporation will promptly, upon receipt of such Founding Stockholder Request, give written notice of such requested registration to all other Holders of Restricted Securities and thereupon the Corporation will, as expeditiously as possible, use its best efforts, to effect the registration under the Securities Act on Form S-1 or other appropriate form of:

Beginning on June 1, 2018 and prior to the date on which all Purchased Shares may be sold without registration and without restriction or in accordance with Rule 144 in a single transaction, holders of at least 75% of the Purchased Shares then outstanding may request, in writing, registration under the Securities Act of all or any portion of the Purchased Shares that equals or exceeds 75% of the then outstanding Purchased Shares pursuant to a Registration Statement. The Company, in its sole discretion, may prepare a registration statement on a Form S-1 or any equivalent or successor form thereto (a “Long-Form Registration”), or on Form S-3 or any equivalent or successor form thereto (a “Short-Form Registration” and, collectively with any Long-Form Registration, a “Demand Registration”). Such request for a Demand Registration must specify the number of Purchased Shares requested to be included in the Demand Registration. Upon receipt of any such request, the Company will promptly (but in no event later than 20 days following receipt thereof) deliver notice of such request to all other holders of Purchased Shares who will then have 10 days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company will prepare and file with (or confidentially submit to) the SEC a Registration Statement covering all of the Purchased Shares that the holders thereof have requested to be included pursuant to such Demand Registration within 60 days after the date on which the initial request is given and will use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter, subject to compliance with review by the SEC. The Company is not required to effect a Demand Registration more than once for the holders of Purchased Shares as a group; provided, that a Registration Statement will not count as a Demand Registration requested under this Section 7.01(a) unless and until it has become effective.

At any time after the date that is 180 days after the Closing, the Investor may request registration under the Securities Act of all of its Registrable Securities then held on a Form S-1 or Form S-3 registration statement (or any successor to each such form) (or, if Form S-1 or Form S-3 is not then available, on such form of registration statement as is then available to effect a registration of the Registrable Securities pursuant to this [subsection (b)(i)]) (each a “Demand Registration”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of a Demand Registration request, the Company shall cause a Registration Statement to be filed within forty-five (45) days after the date on which such request was received by the Company. The Company shall not be required to effect a Demand Registration # more than two (2) times for the Investor; provided, however, that a Registration Statement shall not count as a Demand Registration requested under this [subsection (b)(i)(A)] unless and until it has become effective, or # if the Company furnishes to the Investor a certificate signed by an authorized officer of the Company stating that # within sixty (60) days of receipt of the Demand Registration request under this [subsection (b)(i)], the Company expects to file a registration statement for the public offering of securities for the account of the Company (other than a registration of securities # issuable pursuant to an employee stock option, stock purchase or similar plan, # issuable pursuant to a merger, exchange offer or a transaction of the type

Demand Registration. Following receipt of a Demand Notice, the Company shall (subject to any rights set forth in the Existing Stockholders’ Agreement):

Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under [subsection 2.1.1] shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. 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 a Demand Registration prior to its withdrawal under this [subsection 2.1.5].

Subject to the provisions hereof, after the Restricted Term, the Investor and any Permitted Transferee of the Investor (each a “Holder”) holding, collectively, a majority of the Registrable Securities then outstanding shall have the right to require the Company to file a Registration Statement registering for sale all or part of the Shares held by or issuable to them (collectively, the “Registrable Securities”) under the Securities Act (a “Demand Registration”) by delivering a written request therefor to the Company # specifying the number of Registrable Securities to be included in such registration by such Holder or Holders, # specifying whether the intended method of disposition thereof is pursuant to an underwritten public offering of Ordinary Shares by the Company (an “Underwritten Offering”), and # containing all information about such Holder required to be included in such Registration Statement in accordance with applicable Law. The Company shall use commercially reasonable efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities Laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities that the Company has been so requested to register as soon as practicable (and in any case by the applicable Filing Date); provided, however, that the Holders shall not make a request for a Demand Registration under this [Section 2.1(a)] for Registrable Securities having an anticipated aggregate offering price of less than $25,000,000. The Holders shall be entitled to require the Company to effect two (2) Demand Registrations under this Agreement.

Demand Registration Withdrawal. The Demanding Holders initiating a Demand Registration pursuant to a Registration under [subsection 2.1.1] of this Agreement shall have the right to withdraw from such Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. 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 a Demand Registration prior to its withdrawal under this [subsection 2.1.5].

Demand Registration. Following receipt of a Demand Notice, the Company shall (subject to any rights set forth in the Existing Stockholders’ Agreement):

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