Common use of Demand by Holders Clause in Contracts

Demand by Holders. (i) If, at any time beginning 90 days prior to the expiration of the Standstill Period, the Company does not otherwise have an effective registration statement on Form S-3 covering a Holder’s Registrable Securities on file with the SEC and the Company shall have received a request, subject to Section 16, from any Qualified Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Shareholder’s Registrable Securities (x) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to an existing Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such short form Registration Statement (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”), and specifying the kind and aggregate amount of Registrable Securities to be registered and the intended method of disposition thereof, then the Company shall promptly, but in no event later than ten (10) Business Days prior to the effective date of the Registration Statement relating to such Demand Registration, give notice of such request (a “Demand Notice”) to the other Holders, specifying the number of Registrable Securities for which the Requesting Shareholder has requested registration under this Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the Requesting Shareholder) may provide a written request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of such Demand Registration and the intended method of distribution thereof; provided that, if, on the date of any request by a Qualified Shareholder, the Company qualifies as a well-known seasoned issuer as defined in Rule 405 under the Securities Act) eligible to file an automatic shelf registration statement on Form S-3 pursuant to Section 3 of this Agreement, the provisions of this Section 2 shall not apply, and the provisions of Section 3 shall apply instead.

Demand by Holders. (i) If, at any time beginning 90 days prior to after the expiration six (6) month anniversary of the Standstill Perioddate of the Closing, the Company does not otherwise have an there is no currently effective registration statement on Form S-3 covering a Holder’s Registrable Securities Shelf Registration Statement on file with the SEC and the Company shall have received a request, subject to Section 1617, from any Qualified Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Shareholder’s Registrable Securities (x) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to an existing Form S-3 Statement (a “Short-Form Registration”) if the Company qualifies to use such short form Registration Statement (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”), and specifying the kind and aggregate amount of Registrable Securities to be registered and the intended method of disposition thereof, then the Company shall promptly, but in no event later than ten eleven (1011) Business Days prior to the effective date of the Registration Statement relating to such Demand Registration, give notice of such request (a “Demand Notice”) to the other Holders, specifying the number of Registrable Securities for which the Requesting Shareholder has requested registration under this Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the Requesting Shareholder) may provide a written request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of such Demand Registration and the intended method of distribution thereof; provided that, if, on the date of any request by a Qualified Shareholder, the Company qualifies as a well-known seasoned issuer as defined in Rule 405 under the Securities Act) eligible to file an automatic shelf registration statement on Form S-3 pursuant to Section 3 of this Agreement, the provisions of this Section 2 shall not apply, and the provisions of Section 3 shall apply instead.

Demand by Holders. (i) If, at any time beginning 90 days prior to after the expiration six (6) month anniversary of the Standstill Perioddate of the Closing, the Company does not otherwise have an there is no currently effective registration statement on Form S-3 covering a Holder’s Registrable Securities Shelf Registration Statement on file with the SEC and the Company shall have received a request, subject to Section 16‎Section 17, from any Qualified Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Shareholder’s Registrable Securities (x) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to an existing Form S-3 Statement (a “Short-Form Registration”) if the Company qualifies to use such short form Registration Statement (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”), and specifying the kind and aggregate amount of Registrable Securities to be registered and the intended method of disposition thereof, then the Company shall promptly, but in no event later than ten eleven (1011) Business Days prior to the effective date of the Registration Statement relating to such Demand Registration, give notice of such request (a “Demand Notice”) to the other Holders, specifying the number of Registrable Securities for which the Requesting Shareholder has requested registration under this Section ‎Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the Requesting Shareholder) may provide a written request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of such Demand Registration and the intended method of distribution thereof; provided that, if, on the date of any request by a Qualified Shareholder, the Company qualifies as a well-known seasoned issuer as defined in Rule 405 under the Securities Act) eligible to file an automatic shelf registration statement on Form S-3 pursuant to Section 3 of this Agreement, the provisions of this Section 2 shall not apply, and the provisions of Section 3 shall apply instead.

Demand by Holders. (i) IfAt or after the Effectiveness Date, at any time beginning 90 days prior to the expiration of the Standstill Period, the Company does not otherwise have an if there is no currently effective registration statement on Form S-3 covering a Holder’s Registrable Securities Shelf Registration Statement on file with the SEC and SEC, then except as provided in Section 2.02(a), the Company shall have received a requestHolders of at least 30% of the Registrable Securities then held by the Holders (the “Demand Holders”) may, subject to Section 16Sections 2.05(c) and 2.12, from any Qualified Shareholder make a written request (the a “Requesting ShareholderDemand Notice”) that to the Company effect the registration under the Securities Act for Registration of all or any portion part of such Requesting Shareholder’s the Registrable Securities held by such Demand Holders (xi) on Form S-1 or any similar long-form Registration Statement F-1 (a “Long-Form Registration”) or (yii) on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to an existing Form S-3 F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration Statement of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”), and specifying . Each Demand Notice shall specify the kind and aggregate amount of Registrable Securities of the Demand Holders to be registered and the intended method methods of disposition thereof. Subject to Sections 2.05(c) and 2.12, then after delivery of such Demand Notice, the Company (x) shall promptlyfile promptly (and, but in no event later than ten any event, within (10i) Business Days prior to ninety (90) days in the effective date case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration, give notice of such request Registration (a “Demand NoticeRegistration Statement”) (provided, however, that if a Demand Notice is delivered prior to the other HoldersEffectiveness Date, specifying the number of Registrable Securities for which the Requesting Shareholder has requested registration under this Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the Requesting Shareholder) may provide a written request Company shall not be obligated to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of file such Demand Registration Statement prior to the Effectiveness Date), and the intended method of distribution thereof; provided that, if, on the date of any request by a Qualified Shareholder, the Company qualifies as a well-known seasoned issuer as defined in Rule 405 (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly become effective under the Securities Act) eligible to file an automatic shelf registration statement on Form S-3 pursuant to Section 3 of this Agreement, the provisions of this Section 2 shall not apply, and the provisions of Section 3 shall apply instead.

Demand by Holders. (i) If, at any time beginning 90 days prior to the expiration of the Standstill Period, the Company does not otherwise have an effective registration statement on Form S-3 covering offerings of a Holder’s Registrable Securities to be made on a continuous basis pursuant to Rule 415 on file with the SEC Commission, and the Company shall have received a written request, subject to Section 16, from any Qualified Shareholder Stockholder (the “Requesting ShareholderStockholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting ShareholderStockholder’s Registrable Securities (x) on Form S-1 S-l or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to an existing Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such short short-form Registration Statement (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”), and specifying the kind and aggregate amount of Registrable Securities such Requesting Stockholder wishes to be registered register and the intended method of disposition thereof, then the Company shall promptlyshall, but in no event later than ten (10) Business Days prior to the effective date following receipt of the Registration Statement relating to such Demand Registrationwritten request, give notice of such request (a “Demand Notice”) to the other Holders, specifying the number kind and aggregate amount of Registrable Securities for which the Requesting Shareholder Stockholder has requested registration under this Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the Requesting ShareholderStockholder) may provide a written request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested that such Holders wish to be registered register as part of such Demand Registration and Registration. Notwithstanding anything to the intended method of distribution thereof; provided thatcontrary in this Section 2(a)(i), if, on the date of any request by a Qualified ShareholderStockholder, the Company qualifies as a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) and is eligible to file an automatic shelf registration statement Shelf Registration Statement on Form S-3 pursuant to Section 3 of this Agreement3, the provisions of this Section 2 shall not apply, and the provisions of Section 3 shall apply instead.

Demand by Holders. (i) If, on or at any time beginning 90 days prior after the Filing Date there is no currently effective Shelf Registration Statement on file, then at any time thereafter the holders of not less than 10% of any class of Registrable Securities may make a written request to the expiration Company for Registration of all of the Standstill Period, the Company does not otherwise have an effective registration statement on Form S-3 covering a Holder’s Registrable Securities on file with the SEC and the Company shall have received a requestheld by such holders, subject to Section 16, from any Qualified Shareholder (the “Requesting Shareholder”) provided that the Company effect estimated market value of the registration under Registrable Securities to be so Registered is at least $10 million in the Securities Act of all aggregate, or any portion part of such Requesting Shareholder’s the Registrable Securities (x) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statementheld by them, which shall include a prospectus supplement provided that the estimated market value of the Registrable Securities to an existing Form S-3 (a “Short-Form Registration”) if be so Registered is at least $20 million in the Company qualifies to use such short form Registration Statement (any aggregate. Any such requested Long-Form Registration or Short-Form Registration, registration shall hereinafter be referred to as a “"Demand Registration”), and specifying ." Each request for a Demand Registration shall specify the kind and aggregate amount of Registrable Securities to be registered and the intended method methods of disposition thereof. Upon such request for a Demand Registration, then the Company shall promptly, but in no event later than ten (10) Business Days prior to the effective date of the file a Registration Statement relating to such Demand RegistrationRegistration (the "Demand Registration Statement"), give notice and shall use its reasonable best efforts promptly to cause to become effective the Registration of such request Registrable Securities (a “Demand Notice”and all other Registrable Securities which the Company has been requested to register by any other holder pursuant to Section 2.2(e) to hereof) under (i) the other HoldersSecurities Act, specifying and (ii) the number "Blue Sky" laws of such jurisdictions as any holder of Registrable Securities for which the Requesting Shareholder has requested registration being registered under this Section 2(a). During the ten (10) Business Days after receipt of a Demand Noticesuch Registration or any underwriter, all Holders (other than the Requesting Shareholder) may provide a written request to the Companyif any, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of such Demand Registration and the intended method of distribution thereof; provided that, if, on the date of any request by a Qualified Shareholder, the Company qualifies as a well-known seasoned issuer as defined in Rule 405 under the Securities Act) eligible to file an automatic shelf registration statement on Form S-3 pursuant to Section 3 of this Agreement, the provisions of this Section 2 shall not apply, and the provisions of Section 3 shall apply insteadreasonably requests.