Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. In the event that, for any reason, the Company is unable to comply with the provisions of Section 6.1(a), at any time after one hundred eighty (180) days from the effective date of the Form S-1 registration statement in connection with the IPO, the Company receives a request from the Majority Investor(s) (the “Initiating Investors”) that the Company file a Form S-1 registration statement with respect to the Conversion Shares then outstanding having an anticipated aggregate offering price, net of selling expenses, of at least five million dollars ($5,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Investors other than the Initiating Investors; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Investors, file a Form S-1 registration statement under the Securities Act covering all Conversion Shares that the Initiating Investors requested to be registered and any additional Conversion Shares requested to be included in such registration by any other Investors, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 6.1(d) and Section 6.3, provided, however, that the Initiating Investors may not invoke this right more than twice.

Form S-1 Demand. In the event that, for any reason, the Company is unable to comply with the provisions of Section 6.1(a), If at any time after one hundred eighty the earlier of (180i) days from five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Form S-1 registration statement in connection with for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) of the Majority Investor(s) (the “Initiating Investors”) Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Conversion Shares Registrable Securities then outstanding outstanding, having an the anticipated aggregate offering price, net of selling expensesSelling Expenses, of at least five million dollars ($5,000,000)5.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Investors Holders other than the Initiating InvestorsHolders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating InvestorsHolders, file a Form S-1 registration statement under the Securities Act covering all Conversion Shares Registrable Securities that the Initiating Investors Holders requested to be registered and any additional Conversion Shares Registrable Securities requested to be included in such registration by any other InvestorsHolders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 6.1(dSubsections 2.1(c) and Section 6.3, provided, however, that the Initiating Investors may not invoke this right more than twice2.3.

Form S-1 Demand. In the event that, for any reason, the Company is unable to comply with the provisions of Section 6.1(a), If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days from after the effective date of the Form S-1 registration statement in connection with for the IPO, the Company receives a request from Holders of sixty percent (60%) of the Majority Investor(s) (the “Initiating Investors”) Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least fifty percent (50%) of the Conversion Shares Registrable Securities then outstanding having with an anticipated aggregate offering price, net of selling expensesSelling Expenses, of at least five million dollars (that is anticipated to exceed $5,000,000)25 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Investors Holders other than the Initiating InvestorsHolders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating InvestorsHolders, file a Form S-1 registration statement under the Securities Act covering all Conversion Shares Registrable Securities that the Initiating Investors Holders requested to be registered and any additional Conversion Shares Registrable Securities requested to be included in such registration by any other InvestorsHolders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 6.1(dSubsections 2.1(c) and Section 6.3, provided, however, that the Initiating Investors may not invoke this right more than twice2.3.

Form S-1 Demand. In the event that, for any reason, the Company is unable to comply with the provisions of Section 6.1(a), at any time after one hundred eighty (180) days from the effective date of the Form S-1 registration statement in connection with the IPO, the Company receives a request from the Majority Investor(s) (the “Initiating Investors”) that the Company file a Form S-1 registration statement with respect to the Conversion Shares then outstanding having an anticipated aggregate offering price, net of selling expenses, of at least five two million dollars ($5,000,0002,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Investors other than the Initiating Investors; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Investors, file a Form S-1 registration statement under the Securities Act covering all Conversion Shares that the Initiating Investors requested to be registered and any additional Conversion Shares requested to be included in such registration by any other Investors, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 6.1(d) and Section 6.3, provided, however, that the Initiating Investors may not invoke this right more than twice.