Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. Subject to the terms and conditions of this Agreement, from and after the Registration Rights Date, if at any time Parent is not eligible to use a Form S-3 registration statement and Parent receives a request from Holders of a majority of the Registrable Securities then outstanding that Parent file a Form S-1 registration statement with respect to at least twenty five percent (25%) of the Registrable Securities then outstanding, which request shall specify the number of Registrable Securities required to be included in the registration statement described therein, then Parent shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; (y) as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a registration statement on Form S-1 under the Securities Act (each, a “Long-Form Registration”) covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration statement by any other Holders, as specified by notice given by each such Holder to Parent within ten (10) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.2 and (z) shall use its commercially reasonable efforts to cause such registration statement on Form S-1 to be declared effective by the SEC as soon as practicable thereafter; provided, that Parent may use a registration statement on Form S-3 or any successor form thereto if Parent does qualify or would qualify to use such form within ninety (90) days after the date on which the initial request is given and Parent shall not be required to file such registration statement until it is so qualified. Parent shall not be required to effect a Long-Form Registration more than one time within any twelve (12) month period for the holders of Registrable Securities as a group; provided, that a registration statement shall not count as a Long-Form Registration requested under this Section 2.1(a) unless and until it has become effective and the holders requesting such registration are able to register at least seventy-five percent (75%) of the Registrable Securities requested to be included in such registration; provided, further, that if, prior to any request for registration pursuant to this Section 2.1(a), Parent exercises its Right of First Offer, then, for purposes of determining whether a request for a Long-Form Registration includes a sufficient number of Registrable Securities in accordance with this Section 2.1(a), any Parent Shares acquired by Parent pursuant to the exercise of the Right of First Offer shall be counted as if such Parent Shares were included in such Long-Form Registration.

Form S-1 Demand. Subject to the terms and conditions of this Agreement, from and after the Registration Rights Date, if If at any time Parent is not eligible to use a Form S-3 after the earlier of (i) five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement and Parent for the IPO, the Company receives a request (any such request or request pursuant to Subsection 2.1(b), a “Demand Request”) from Holders of a majority (A) fifty percent (50%) of the Registrable Securities then outstanding outstanding, or (B) Deerfield (any such request by Deerfield pursuant to this Subsection 2.1(a) or any request by Deerfield for filing of a registration statement on Form S-3 pursuant to Subsection 2.1(b), a “Deerfield Demand Request,” which, for the avoidance of doubt, shall also constitute a “Demand Request”), that Parent the Company file a Form S-1 registration statement with respect to at least twenty five either (A) forty percent (2540%) of the Registrable Securities then outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, which request shall specify the number net of Selling Expenses, would exceed $10 million) or (B) Registrable Securities required that have an anticipated aggregate offering price, net of Selling Expenses, of at least $10 million or (C) with respect to be included in a Deerfield Demand Request, with respect to either (x) at least twenty percent (20%) of the registration statement described thereinRegistrable Securities held by Deerfield or (y) Registrable Securities having an anticipated aggregate offering price, net of Selling Expenses, of at least $20 million regardless of the percentage of the Registrable Securities held by Deerfield with respect to which such Deerfield Demand Request is made, then Parent the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders (and, in the event the request is given by the Initiating Holders during the thirty (30)-day period commencing on the date that is one hundred eighty-one (181) days after the effective date of the registration statement for the IPO, within thirty (30) days after such request is given by the Initiating Holders), file a Form S-1 registration statement on Form S-1 under the Securities Act (each, a “Long-Form Registration”) covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration statement by any other Holders, as specified by notice given by each such Holder to Parent the Company within ten (10) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(cSubsections 2.1(f) and 2.2 and (z) shall use its commercially reasonable efforts to cause such registration statement on Form S-1 to be declared effective by the SEC as soon as practicable thereafter; provided, that Parent may use a registration statement on Form S-3 or any successor form thereto if Parent does qualify or would qualify to use such form within ninety (90) days after the date on which the initial request is given and Parent shall not be required to file such registration statement until it is so qualified. Parent shall not be required to effect a Long-Form Registration more than one time within any twelve (12) month period for the holders of Registrable Securities as a group; provided, that a registration statement shall not count as a Long-Form Registration requested under this Section 2.1(a) unless and until it has become effective and the holders requesting such registration are able to register at least seventy-five percent (75%) of the Registrable Securities requested to be included in such registration; provided, further, that if, prior to any request for registration pursuant to this Section 2.1(a), Parent exercises its Right of First Offer, then, for purposes of determining whether a request for a Long-Form Registration includes a sufficient number of Registrable Securities in accordance with this Section 2.1(a), any Parent Shares acquired by Parent pursuant to the exercise of the Right of First Offer shall be counted as if such Parent Shares were included in such Long-Form Registration2.3.

Form S-1 Demand. Subject to the terms and conditions of this Agreement, from and after the Registration Rights Date, if If at any time Parent is not eligible to use a Form S-3 after the earlier of (i) four (4) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement and Parent for the IPO, (A) the Company receives a request from Holders of a majority thirty percent (30%) of the Registrable Securities then outstanding that Parent the Company file a Form S-1 registration statement with respect to at least twenty five forty percent (2540%) of the Registrable Securities then outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, which net of Selling Expenses, would exceed $10 million) or (B) the Company receives a request shall specify from Holders of (i) a majority of the number outstanding Series B Preferred Stock, or (ii) a majority of the outstanding Series C Preferred Stock and Series C-1 Preferred Stock together as a single class, if in the case of either of foregoing clauses (A), or (B) (x) the anticipated aggregate offering price, net of Selling Expenses would exceed $10 million or (y) the Registrable Securities required to be included sold by such Holders in such offering represent all of the registration statement described thereinremaining Registrable Securities held by such Holders, then Parent the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement on Form S-1 under the Securities Act (each, a “Long-Form Registration”) covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration statement by any other Holders, as specified by notice given by each such Holder to Parent the Company within ten twenty (1020) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(cSubsections 2.1(b) and 2.2 and (z) shall use its commercially reasonable efforts to cause such registration statement on Form S-1 to be declared effective by the SEC as soon as practicable thereafter; provided, that Parent may use a registration statement on Form S-3 or any successor form thereto if Parent does qualify or would qualify to use such form within ninety (90) days after the date on which the initial request is given and Parent shall not be required to file such registration statement until it is so qualified. Parent shall not be required to effect a Long-Form Registration more than one time within any twelve (12) month period for the holders of Registrable Securities as a group; provided, that a registration statement shall not count as a Long-Form Registration requested under this Section 2.1(a) unless and until it has become effective and the holders requesting such registration are able to register at least seventy-five percent (75%) of the Registrable Securities requested to be included in such registration; provided, further, that if, prior to any request for registration pursuant to this Section 2.1(a), Parent exercises its Right of First Offer, then, for purposes of determining whether a request for a Long-Form Registration includes a sufficient number of Registrable Securities in accordance with this Section 2.1(a), any Parent Shares acquired by Parent pursuant to the exercise of the Right of First Offer shall be counted as if such Parent Shares were included in such Long-Form Registration2.4.

Form S-1 Demand. Subject to the terms and conditions of this Agreement, from and after the Registration Rights Date, if If at any time Parent is not eligible to use a Form S-3 after the earlier of (i) September 19, 2011 or (ii) one hundred eighty (180) days after the effective date of the registration statement and Parent for the IPO, the Company receives a request from Holders of a majority at least thirty-five percent (35%) of the Registrable Securities then outstanding that Parent the Company file a Form S-1 registration statement with respect to at least twenty five percent (2520%) of the Registrable Securities then outstandingoutstanding and if the anticipated aggregate offering price, which net of Selling Expenses, would (A) exceed $50 million and (B) if the request shall specify relates to the number IPO, then either (1) such offering is reasonably anticipated to be made at a price per share that corresponds to a pre-offering valuation of the Company of at least $500,000,000, or (2) (x) such request is approved in writing by the Holders of at least sixty percent (60%) of the Registrable Securities required then outstanding and (y) the holders of at least fifty-five percent (55%) of the then outstanding shares of Preferred Stock (voting together as a single class and not as a separate series, and on an as-converted basis) have confirmed (in writing) to the Company (in a form reasonably satisfactory to the Company) that the requisite holders of Preferred Stock will cause all outstanding shares of Preferred Stock to automatically be included converted into shares of Common Stock in connection with the registration statement described thereinIPO pursuant to Section 5 of Part B of the Restated Certificate, then Parent the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement on Form S-1 under the Securities Act (each, a “Long-Form Registration”) covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration statement by any other Holders, as specified by notice given by each such Holder to Parent the Company within ten twenty (1020) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and 2.2 and (z) shall use its commercially reasonable efforts to cause such registration statement on Form S-1 to be declared effective by the SEC as soon as practicable thereafter; provided, that Parent may use a registration statement on Form S-3 or any successor form thereto if Parent does qualify or would qualify to use such form within ninety (90) days after the date on which the initial request is given and Parent shall not be required to file such registration statement until it is so qualified. Parent shall not be required to effect a Long-Form Registration more than one time within any twelve (12) month period for the holders of Registrable Securities as a group; provided, that a registration statement shall not count as a Long-Form Registration requested under this Section 2.1(a) unless and until it has become effective and the holders requesting such registration are able to register at least seventy-five percent (75%) of the Registrable Securities requested to be included in such registration; provided, further, that if, prior to any request for registration pursuant to this Section 2.1(a), Parent exercises its Right of First Offer, then, for purposes of determining whether a request for a Long-Form Registration includes a sufficient number of Registrable Securities in accordance with this Section 2.1(a), any Parent Shares acquired by Parent pursuant to the exercise of the Right of First Offer shall be counted as if such Parent Shares were included in such Long-Form Registration2.3.