Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If at any time after the date hereof, the Company receives a request from a Holder of Registrable Securities that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (x) within two (2) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (y) as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five (5) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If at any time after the date hereof, the Company receives a request from a Holder or Holders of Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (x) within two (2) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (y) as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five (5) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If Subject to Section 2.1(c) below, at any time after the date hereofthat is one hundred eighty (180) days after the date of this Agreement, the Company receives a request from a Holder Holders of Registrable Securities may request (a “Demand Request”) that the Company file a Form S-1 registration statement with respect to any outstanding the SEC on Form S-1 or, if available, Form S-3 registering their Registrable Securities in an amount reasonably estimated to be not less than the Minimum Amount of such Holders having an anticipated aggregate offering price, net Registrable Securities and not more than the Maximum Amount of Selling Expenses, of at least $5 million, Securities. If the Company receives a Demand Request then the Company shall shall: (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (y) as soon as practicable, and in any event within thirty forty-five (3045) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement or, if available, a Form S-3 registration statement under the Securities Act covering the lesser of the Maximum Amount of Securities or all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, but in any event no less than the Minimum Amount of Registrable Securities in the aggregate, as specified by notice given by each such Holder to the Company within five twenty (520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(cSections 2.1(b) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s To the extent the aggregate amount of Registrable Securities is effective and available for use requested to be included in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises by the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with and any other Holders exceeds the first sentence Maximum Amount of Section 2.1(b)(i)Securities, then the amount of Registrable Securities of each Holder to be included shall be reduced pro rata based on the holdings of each Holder.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date hereofof this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the Company’s IPO or Direct Listing, the Company receives a request from a Holder holders of Registrable Securities (each a “Holder” and together, the “Holders”) who hold a majority of the Registrable Securities then outstanding (such Holders, the “Initiating Holders”) that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities of then outstanding (and the Registrable Securities subject to such Holders having request have an anticipated aggregate offering price, net of Selling Expenses, of at least $5 15 million), then the Company shall (xA) within two ten (210) days after the date such request is given, give a notice thereof sent by the Company to the Holders specifying that a demand registration has been requested as provided in this Section 2.2 (the a “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (yB) use commercially reasonable efforts to, as soon as practicable, and in any event within thirty ninety (3090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five twenty (520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(cSection 2.2(c) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)2.4.

Form S-1 Demand. If at any time after the earlier of (i) one year after the date of this Agreement or (ii) ninety (90) days after the effective date of the registration statement for the IPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereof, the Company receives a request from a Holder Holders of at least seventy-five percent (75%) of the Registrable Securities that the Company file a Form S-1 registration statement with respect to any outstanding at least seventy-five percent (75%) of the Registrable Securities of such Holders having an (or any lesser percentage if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5 15 million), then the Company shall (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders including for purposes of Registrable Securities other than the Initiating Holdersthis Section 2.1(a), solely for purposes of this clause (x), any EIP Holder and any SDWG Holder); and (y) as soon as practicable, and in any event within thirty forty-five (3045) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersHolders (including for purposes of this Section 2.1(a), solely for purposes of this clause (y), any EIP Holder and any SDWG Holder), as specified by notice given by each such Holder to the Company within five twenty (520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c) and Section 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If at any time after following the date hereofof the Prospectus for the IPO, the Company receives a request from a Holder either (i) the Lead B Investor or (ii) Holders of (individually or in the aggregate) the greater of 25% of the Registrable Securities or at least $50,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration), that the Company file or submit a Form S-1 registration statement with respect to any outstanding Registrable Securities of such Holders having having, an anticipated aggregate offering price, net of Selling Expenses, value of at least $5 million50,000,000 (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration), then the Company shall (x1) within two (2) three business days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (y2) file or submit as soon as practicablepracticable thereafter and use commercially reasonable efforts to have such registration statement declared effective by the SEC within 60 days of such Demand Notice, and but in any no event within thirty (30) later than 90 days after the date such request Demand Notice is given by the Initiating HoldersCompany, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five (5) business days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c) and Section 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If at any time after the earlier of (i) four (4) years after the date hereofof this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, (A) the Company receives a request from a Holder Holders of thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding at least forty percent (40%) of the Registrable Securities of such Holders having an then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million) or (B) the Company receives a request from Holders of at least (i) a majority of the 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 $5 million10 million or (y) the Registrable Securities to be sold by such Holders in such offering represent all of the remaining Registrable Securities held by such Holders, then the Company shall (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (y) as soon as practicable, and in any event within thirty sixty (3060) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five twenty (520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c2.1(b) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)2.4.

Form S-1 Demand. If at any time after the earlier of (i) 5 years after the date hereofof this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least a Holder majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding at least 50% of the Registrable Securities of such Holders having an then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5 15 million), then the Company shall (x) within two (2) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (y) as soon as practicable, and in any event within thirty (30) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities (and if applicable, the class of which, whether A Ordinary Shares or Common Shares, to be determined by the Company in its reasonable discretion with the reasonable consultation of the Initiating Holders) that the Initiating Holders requested to be registered and any additional Registrable Securities (and if applicable, the class of which, whether A Ordinary Shares or Common Shares, to be determined by the Company in its reasonable discretion with the reasonable consultation of the Initiating Holders) requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five (5) 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If at any time after the date hereof, hereof the Company receives a request from a Holder of Registrable Securities that the Company file a Form S-1 registration statement with respect to any outstanding from Investors holding a majority of the Registrable Securities then held by Investors proposing to sell (together with any Affiliates of such Holders having Investors that are also Holders) at least twenty percent (20%) of the Registrable Securities then held by all Investors (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20 million) requesting to sell Registrable Securities with an anticipated aggregate offering price, net of Selling Expensesunderwriting discounts and commissions, of at least $5 20 million, then the Company shall (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) specifying to all Holders other than the Initiating Holders (if there are Holders i) the Initiating Holders’ request, (ii) the aggregate number of Registrable Securities other than requested by the Initiating HoldersHolders to be registered and (iii) the intended method or methods of distribution in connection with such request to the extent then known (the “Demand Notice”); and (y) as soon as practicable, and in any event within thirty sixty (3060) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, in each case, in accordance with the intended method or methods of distribution specified by such Holders, as specified by notice given by each such Holder to the Company within five twenty (520) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)Subsection 2.5.

Form S-1 Demand. If at any time after the date hereofthat is one hundred and eighty (180) days after the effective date of the registration statement mentioned in Section 2.1(a) and (b), the Company receives a request from a Holder of Registrable Securities Holders that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities the resale of such Holders which is not registered on the Shelf (1) having an anticipated aggregate offering price, net of Selling Expenses, in excess of at least $5 million50,000,000 or (2) constituting the total aggregate Registrable Securities then held by all Holders, then the Company shall (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (Holders, if there are Holders of Registrable Securities other than the Initiating applicable, and any Other Holders); and (y) as soon as practicable, and in any event within thirty sixty (3060) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given by each such Holder or Other Holder to the Company within five twenty (520) days of the date the Demand Notice is given, and in each case, subject to the applicable limitations of Subsections 2.1(cSections 2.1(f) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when ; provided that the Company may use a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale Form S-3 registration statement instead of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under pursuant to this Section 2.1(a2.1(d) if it is then eligible the Company would qualify to use a Form S-3 for secondary offerings of Registrable and it advises registration statement within sixty (60) days after the Initiating date on which the request from Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)received.

Form S-1 Demand. If at any time after [the earlier of (i) [[insert date that is]14 three (3) - five (5) years] after the date hereofof this Agreement or (ii)] [one hundred eighty (180)] days15 after the effective date of the registration statement for the IPO, the Company receives a request from a Holder Holders of [_______ percent (___%)]16 of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding [at least forty percent (40%)]17 of the Registrable Securities of such Holders having an then outstanding [(or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5 [five (5)- fifteen (15)] million)], then the Company shall shall: (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (y) as soon as practicable, and in any event within thirty sixty (3060) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five [twenty (5) 20)] days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(cSections (c) and 2.3. No Holder shall deliver an initiating [; provided, however, that this right to request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale the filing of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it shall in no event be made available to any Holder that is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)Foreign Person]18.

Form S-1 Demand. If at any time after the six-month anniversary of the date hereofof this Agreement, the Company receives written notice (each, a request “Holder Demand Registration Notice”) from Holders of at least a Holder majority of the Registrable Securities then outstanding, requesting that the Company file a Form S-1 registration statement with respect to any the resale of outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least price to the public that would reasonably be expect to exceed $5 10 million, then the Company shall shall: (xi) within two five (25) days after the date such request is givenreceived by the Company, give send notice thereof (the each, a “Company Demand Registration Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (yii) use commercially reasonable efforts to, as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by written notice (each, a “Piggy-Back Registration Notice”) given by each such Holder to the Company within five (5) days of the date the Company Demand Registration Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)set forth herein.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date hereofof this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from a Holder of Registrable Securities the Parent, Holdings, the Berkshire Fund Members or the WB Fund Members that the Company file a Form S-1 registration statement with respect to any outstanding a number of the Registrable Securities of such Holders having an then outstanding for which the anticipated aggregate offering price, net of Selling Expenses, of at least price would exceed $5 100 million, then the Company shall (xi) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders)making such request; and (yii) as soon as practicable, and in any event within thirty sixty (3060) days after the date such request is given by (clauses (i) and (ii) together, the Initiating Holders“Time Limitations”), file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered in such request and any additional Registrable Securities requested to be included in such demand registration by any other Holders, as specified by notice given by each such Holder Holders pursuant to Section 2.1(b); provided that the foregoing Time Limitations shall be tolled immediately if the Company within five has delivered a Call Commencement Notice (5as defined in the Stockholders Agreement) days pursuant to Section 5.1 of the date Stockholders Agreement until such time as the Demand Company has either (i) delivered a Call Notice is given(as defined in the Stockholders Agreement) pursuant to Section 5.3 of the Stockholders Agreement, and in each case, subject to which case the limitations of Subsections 2.1(c) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this with respect to such Demand Notice, or (ii) failed to deliver a Call Notice within the twenty (20) day time period provided for in Section 2.1(a) if it is then eligible 5.3 of the Stockholders Agreement, in which case the Time Limitations will cease to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)be tolled immediately.

Form S-1 Demand. If at any time after the earlier of (i) one year after the date of this Agreement or (ii) ninety (90) days after the effective date of the registration statement for the IPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereof, the Company receives a request from a Holder Holders of at least seventy-five percent (75%) of the Registrable Securities that the Company file a Form S-1 registration statement with respect to any outstanding at least seventy-five percent (75%) of the Registrable Securities of such Holders having an (or any lesser percentage if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5 15 million), then the Company shall (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders including for purposes of Registrable Securities other than the Initiating Holdersthis Section 2.1(a), solely for purposes of this clause (x), any EIP Holder and any SDWG Holder); and (y) as soon as practicable, and in any event within thirty forty-five (3045) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to requestedto be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersHolders (including for purposes of this Section 2.1(a), solely for purposes of this clause (y), any EIP Holder and any SDWG Holder), as specified by notice given by each such Holder to the Company within five twenty (520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c) and Section 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If at any time after 180 days after the date hereof, the of this Agreement Company receives a request from a Holder Holders of at least 70% of the Registrable Securities then outstanding that the Company file a registration statement on Form S-1 or any such other form available for registration statement of the Registrable Securities with respect to any outstanding at least 10% of the Registrable Securities of such Holders having an then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5 10 million), then the Company shall (xi) within two (2) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (yii) as soon as practicable, and in any event within thirty (30) 75 days after the date such request is given by the Initiating HoldersHolders (the “Form S-1 Filing Deadline”), file a registration statement on Form S-1 or any such other form available for registration statement of the Registrable Securities under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five (5) 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c), Section 2.1(d) and Section 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall use its commercially reasonable efforts to cause such registration statement to become effective as promptly thereafter as practicable, but in any event not be required to file a later than 120 days after the Form S-1 registration statement under this Section 2.1(aFiling Deadline if Company receives comments from the SEC (the “SEC Comments”) or 30 days after the Form S-1 Filing Deadline if it is then eligible to use Company does not receive SEC Comments (the “Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(iS-1 Effective Deadline”).

Form S-1 Demand. If at any time after the earlier of (a) three (3) years after the date hereofof this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the Company’s first firm commitment underwritten public offering of its Common Stock under the Securities Act (“IPO”), the Company receives a request from a Holder holders of Registrable Securities (each a “Holder” and together, the “Holders”) of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities of then outstanding (and the Registrable Securities subject to such Holders having request have an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million[ ]), then the Company shall (xi) within two ten (210) days after the date such request is given, give a notice thereof sent by the Company to the Holders specifying that a demand registration has been requested as provided in this Section 2.1 (the a “Demand Notice”) to all Holders other than the Initiating Holders who properly initiate a registration request under this Agreement (if there are Holders of Registrable Securities other than collectively, the “Initiating Holders”); and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within thirty ninety (3090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five twenty (520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(cSection 2.2(d) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)2.4.

Form S-1 Demand. If at any time after the earlier of (i) September 19, 2011 or (ii) one hundred eighty (180) days after the effective date hereofof the registration statement for the IPO, the Company receives a request from a Holder Holders of at least thirty-five percent (35%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding at least twenty percent (20%) of the Registrable Securities of such Holders having an then outstanding and if the anticipated aggregate offering price, net of Selling Expenses, would (A) exceed $50 million and (B) if the request relates to the 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 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 converted into shares of Common Stock in connection with the IPO pursuant to Section 5 millionof Part B of the Restated Certificate, then the Company shall (xi) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (yii) as soon as practicable, and in any event within thirty ninety (3090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five twenty (520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c) and Section 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If at any time after the earlier of (i) three (3) years after the date hereofof this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least a Holder majority of the Registrable Securities then outstanding (which for purposes of this calculation shall exclude the Key Holder Registrable Securities) that the Company file a Form S-1 registration statement with respect to any outstanding at least forty percent (40%) of the Registrable Securities of such Holders having an then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5 10 million), then the Company, if its Board of Directors determines it to be in the interests of the Company and its shareholders, shall (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (y) as soon as practicable, and in any event within thirty sixty (3060) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five twenty (520) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. No Holder shall deliver an initiating ; provided, however, that this right to request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale the filing of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it shall in no event be made available to any Holder that is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)Foreign Person.