Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If, at any time after April 30, 2025, the Company receives a request from Holders of at least forty percent (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent (30%) (or, in each case, a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if any); and (y) as soon as practicable, and in any event within sixty (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 the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given and, in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If, If at any time after April 30, 2025the 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 Holders of at least forty twenty-five percent (4025%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty twenty percent (4020%) of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent (30%) (or, in each case, or a lesser percent percentage if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,00015 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 Holders other than the Initiating Holders (if any)Holders; and (y) as soon as practicable, and in any event within sixty forty-five (6045) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If, If at any time after April 30, 2025the 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 for the IPO, the Company receives a request from Holders of at least forty percent (40%) of the Registrable Securities (including the Holders of a majority of the Registrable Securities held by Major Investors) then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent outstanding (30%) (or, in each case, or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,00015 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 Holders other than the Initiating Holders (if any)Holders; and (y) as soon as practicable, and in any event within sixty (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 the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If, If at any time after April 30, 2025the earlier of (i) three years after the date of this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders holders of at least forty percent (40%) 51% of the Registrable Securities then outstanding (but excluding for the specific purpose of this voting threshold shares of Common Stock issued or issuable solely as a result of the provisions of Article Fourth Section B(4.11) of the Certificate of Incorporation) that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) the sale of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent (30%) (or, in each case, a lesser percent if for which the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,00020 million), then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if any)Holders; and (y) as soon as practicable, and in any event within sixty (60) 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 the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) 20 days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If, If at any time after April 30, 2025the 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 for the IPO, the Company receives a request from Holders of at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percentage if the reasonably anticipated aggregate offering price to the public, net of Selling Expenses, would exceed $25 million) that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent (30%) (or, in each case, a lesser percent if the outstanding having an anticipated aggregate offering priceprice to the public, net of Selling Expenses, would exceed of not less than $10,000,000)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 Holders other than the Initiating Holders (if any)Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 S- 1 registration statement under the Securities Act covering the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If, If at any time one hundred eighty (180) days after April 30, 2025the effective date of the registration statement for the IPO, the Company receives a request from either (x) Holders of at least forty percent (40%) of the Registrable Securities then outstanding shares of Common Stock issued or issuable upon conversion of the Preferred Stock or (y) H&F (provided, that H&F shall be entitled to provide a total of two (2) Demand Notices pursuant to this Section 2.1) that the Company file a Form S-1 registration statement with respect to at least forty twenty percent (4020%) of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent outstanding (30%) (or, in each case, or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,00020,000,000), then 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 (if any)Holders; and (yii) use its commercially reasonable efforts to, as soon as practicable, and in any event within sixty (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 the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If, If at any time after April 30, 2025the 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 for the IPO, the Company receives a request from Holders of at least forty twenty percent (4020%) of the Investor Registrable Securities then outstanding (or, if such request is for an IPO, sixty percent (60%) of the Investor Registrable Securities then outstanding) that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent outstanding (30%) (or, in each case, or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,00015 million), then 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 (if any)Holders; and (yii) as soon as practicable, and in any event within sixty (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 the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If, If at any time after April 30, 2025the 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 for the IPO, the Company receives a request from Holders of at least forty five percent (4045%) (or fifty-five percent (55%) in the case of clause (ii)) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent outstanding (30%) (or, in each case, or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,0005 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 Holders other than the Initiating Holders (if any)Holders; and (y) as soon as practicable, and in any event within sixty (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 the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If, If at any time after April 30, 2025the 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 for the IPO, the Company receives a request from the Requisite Holders of at least forty percent (40%as defined in the Restated Certificate) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent outstanding (30%) (or, in each case, or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,000)10 million) having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 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 Holders other than the Initiating Holders (if any)Holders; and (y) as soon as practicable, and in any event within sixty (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 the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If, If at any time after April 30, 2025the 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 for the IPO, the Company receives a request from Holders of at least forty percent (4040.0%) of the Registrable Securities (including the Holders of a majority of the Registrable Securities held by Major Investors) then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (4040.0%) of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent outstanding (30%) (or, in each case, or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,00015.0 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 Holders other than the Initiating Holders (if any)Holders; and (y) as soon as practicable, and in any event within sixty (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 the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If, If at any time after April 30, 2025the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from (i) with respect to clause (a), Holders of at least forty percent (40%) a majority of the Registrable Securities then outstanding outstanding, or (ii) with respect to clause (b), Holders of 20% or more of the Registrable Securities then outstanding, that the Company Company, file a Form S-1 registration statement with respect to at least forty percent any Registrable Securities then outstanding (40%) of and the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent subject to make such request and such threshold percent that must be covered by such request shall be thirty percent (30%) (or, in each case, a lesser percent if the have an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $10,000,00025,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders (if any)Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of after the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections 2.1(c) Section 3.1.3 and 2.3Section 3.3.

Form S-1 Demand. If, If at any time after April 30, 2025the date that is the earlier of (A) one hundred eighty (180) days after the effective date of the registration statement for a Qualified IPO (as such term is defined in the Certificate of Incorporation) and (B) three years following the date of the intiail sale of Preferred Stock, the Company receives a request from Holders of at least forty fifty percent (4050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the outstanding Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent (30%) (or, in each case, a lesser percent if the Holders having an anticipated aggregate offering price, net of Selling Expenses, would exceed of more than $10,000,000)5,000,000 then outstanding, then 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 (if any)Holders; and (y) as soon as practicable, and in any event within sixty (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 the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If, If at any time after April 30the earlier of (i) January 1, 20252012 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 forty Investors (the “Initiating Investors”) holding more than fifty percent (4050%) of the Registrable Securities then then-outstanding shares of Series A-1 Preferred Stock (a “Majority in Interest”) that the Company file a Form S-1 registration statement with respect to at least forty thirty percent (4030%) of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent outstanding (30%) (or, in each case, or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,00015 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders Investors other than the Initiating Holders (if any); Investors, and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersInvestors, file a Form S-1 registration statement under the Securities Act covering the resale of all Registrable Securities that the Initiating Holders Investors requested to be registered and, if applicable, and any additional Registrable Securities requested to be included in such registration by any other HoldersInvestors, as specified by notice given by each such Holder Investor to the Company within twenty (20) days of the date of the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If, If at any time after April 30, 2025the 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 for the IPO, the Company receives a request from Holders of at least forty five percent (4045%) in the case of clause (i) or fifty-five percent (55%) in the case of clause (ii) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent outstanding (30%) (or, in each case, or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,0005 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 Holders other than the Initiating Holders (if any)Holders; and (y) as soon as practicable, and in any event within sixty (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 the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If, If at any time after April 30, 2025the 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 for the IPO, the Company receives a request from Holders of at least forty percent (40%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent outstanding (30%) (or, in each case, or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed US $10,000,00015 million), and having an anticipated aggregate offering price, net of Selling Expenses, of at least US $5 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 Holders other than the Initiating Holders (if any)Holders; and (y) as soon as practicable, and in any event within sixty (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 the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If, If at any time after April 30, 2025the earlier of (i) five (5) years after the date hereof 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 Investors holding not less than forty percent (40%) of at least the Registrable Securities, which Investors must include Major Investors holding not less than forty percent (40%) of the Registrable Securities then outstanding held by all Major Investors, that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the outstanding Registrable Securities then outstanding; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to make such request and such threshold percent that must be covered by such request shall be thirty percent (30%) (or, in each case, a lesser percent if the Holders having an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $10,000,000)35 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 Holders other than the Initiating Holders (if any)Holders; and (y) as soon as practicable, and in any event within sixty (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 the resale of all Registrable Securities that the Initiating Holders requested to be registered and, if applicable, 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 twenty (20) days of the date the Demand Notice is given andgiven, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.