Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If at any time after the earlier of (i) three (3) 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 seventy-five percent (75%) of the Registrable Securities then outstanding that the Company file a Form S-1 with respect to the Registrable Securities then outstanding, if the anticipated aggregate offering price would be at least twenty-five million dollars ($25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), 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; 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 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 twenty (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.

Form S-1 Demand. If at any time after the earlier of (i) three five (35) 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 seventy-five twenty percent (7520%) of the Registrable Securities then outstanding that the Company file a Form S-1 with respect to the Registrable Securities then outstanding, if the registration statement at an anticipated aggregate offering price would be at least twenty-five million dollars (price, net of Selling Expenses, that is not less than $25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)10 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 HoldersHolders and Napo; 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 all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities and/or Napo Common Stock requested to be included in such registration by any other HoldersHolders or Napo, as the case may be, as specified by notice given by each such Holder or Napo, as the case may be, to the Company within twenty (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.

Form S-1 Demand. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) which is one hundred eighty (180) days after following the effective date that any equity securities of the registration statement Company or any of its Affiliates are accepted for listing on any national securities exchange (which, for the IPOavoidance of doubt, does not include OTC) (the “Uplift Event”), the Company receives a written request from Holders of seventy-five percent (75%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty percent (20%) of the Registrable Securities then outstanding, outstanding (or a lesser percent if the anticipated aggregate offering price price, net of Selling Expenses, would be at least twenty-five million dollars (exceed $25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof10 million), then the Company shall (x) within ten (10) days after the date such request is givenreceived, 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 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 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 twenty (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. The rights to demand registration provided to the Holders pursuant to this Section 2.1(a) may not be exercised more than four (4) times during the term of this Agreement.

Form S-1 Demand. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the earlier of the effective date of the registration statement for the IPOIPO or a Direct Listing, the Company receives a request from Holders of seventy-five a majority of the Registrable Securities then outstanding (subject to the Regulatory Voting Restriction) that the Company file a Form S-1 registration statement with respect to at least forty percent (7540%) of the Registrable Securities then outstanding that the Company file (or a Form S-1 with respect to the Registrable Securities then outstanding, lesser percent if the anticipated aggregate offering price price, net of Selling Expenses, would be at least twenty-five million dollars (exceed $25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof10 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; 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 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 twenty sixty (2060) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or 21 December 2020 and (ii) one hundred and eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of seventy-five percent (75%) at least 30% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least 25% of: the Registrable Securities then outstanding, outstanding (or a lesser percent if the anticipated aggregate offering price price, net of Selling Expenses, would be at least twenty-five million dollars (exceed $25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (which notice shall not convey material non-public information, within the meaning of the Exchange Act, unless a Holder subsequently agrees in writing to accept such information after being advised of a potential transaction that relates to such Holder’s rights under this Schedule 4) (the “Demand Notice”) to all Holders other than the Initiating 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 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 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c2.1(C) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) three five (35) 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 seventy-five percent (75%) a majority of the Registrable Securities then outstanding that the Company file files a Form S-1 registration statement with respect to the Registrable Securities then outstanding, if the anticipated having an aggregate offering price would be at least twenty-five million dollars (to the public of not less than $25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)20,000,000, 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; 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 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 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of five (i) three (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOAgreement, the Company receives a request from Holders of seventy-five fifty percent (7550%) 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, outstanding (or a lesser percent if the anticipated aggregate offering price price, net of Selling Expenses, would be at least twenty-five million dollars (exceed $25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof10 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; and (y) as soon as practicablesubject to the limitations set forth in this Section 2.1, 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 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 twenty (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.

Form S-1 Demand. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO on a United States stock exchange, the Company receives a request from Holders of seventy-five at least thirty percent (7530%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding, if the outstanding with an anticipated aggregate offering price would be price, net of Selling Expenses, of at least twenty-five million dollars ($25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)15 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; 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 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 twenty (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.

Form S-1 Demand. If at any time after the earlier of (i) three five (35) 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 seventy-five at least a majority of the Registrable Securities (in the case of (i) above) or thirty percent (7530%) of the Registrable Securities (in the case of (ii) above) then outstanding that the Company file a Form S-1 registration statement pursuant to which the Initiating Holders, together with respect the holders of any other securities of the Company entitled to the inclusion in such registration statement, propose to sell Registrable Securities then outstandingand such other securities (if any) (x) if pursuant to (i) above, which would qualify as a Qualified IPO or (y) if pursuant to (ii) above, the anticipated aggregate offering price would be gross proceeds of which are at least twenty-five million dollars ($25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)15,000,000, 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; 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 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 twenty (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.

Form S-1 Demand. If If, at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date consummation of the registration statement for the Company’s IPO, the Company receives a request from the Required Holders of seventy-five percent (75%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to an underwritten offering of at least 40% of the Registrable Securities then outstanding, if outstanding covering the registration of Registrable Securities with an anticipated aggregate offering price would be price, net of Selling Expenses, of at least twenty-five million dollars ($25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)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; 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 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 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(cSections 2.01(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) three (3) 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 seventy-five percent (at least 75%) % of the Registrable Securities then outstanding issued on the date hereof that the Company file a Form S-1 registration statement with respect to 25% of the Registrable Securities then outstanding, outstanding (or a lesser percent if the anticipated aggregate offering price price, net of Selling Expenses, would be at least twenty-five million dollars (exceed $25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof5 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; 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 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 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c2.2(c) and 2.3, provided however, the amount of Registrable Securities to be included in the Form S-1 shall not exceed the amount permitted to be registered under the Securities Act.

Form S-1 Demand. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) that is 180 days after the effective date of the registration statement for the IPO, the Company receives a request from (i) Holders of seventy-five at least forty percent (7540%) of Registrable Securities issued or issuable upon conversion of the Series C Preferred Stock then outstanding, or (ii) Holders of a majority of the Registrable Securities then outstanding outstanding, that the Company file a Form S-1 registration statement with respect to the number of Registrable Securities set forth in such request (provided that, with respect to a request pursuant to Section 2.1(a)(ii), the request must be with respect to a majority of the Registrable Securities then outstanding, if where the anticipated aggregate offering price price, net of Selling Expenses, would be at least twenty-five million dollars (exceed $25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof10 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; 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 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 twenty (20) 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.

Form S-1 Demand. If at any time after the earlier of (i) three (3) years after the third anniversary of the date of this Agreement 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 of seventy-five sixty percent (7560%) of the Registrable Securities then outstanding that the Company file a Form S-1 (or equivalent small business issuer form, if approved by such Holders) registration statement with respect to the Registrable Securities then outstanding, if the anticipated aggregate offering price would be at least twenty-five million dollars ($25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), 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; and (y) as . 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 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 having an anticipated aggregate offering price, net of Selling Expenses, of at least $2,000,000, 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 Subsections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) three (3) 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 seventy-five fifty percent (7550%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to fifty percent (50%) of the Registrable Securities then outstanding, if the outstanding having an anticipated aggregate offering price would be price, net of Selling Expenses, of at least twenty-five million dollars ($25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof25 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; 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 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 twenty (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.

Form S-1 Demand. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date consummation of the registration statement for the IPO, the Company receives a request from Holders of seventy-five percent (75%) of the Registrable Securities then outstanding a Holder that the Company file a Form S-1 registration statement with respect to the at least ten percent (10%) of such Holder’s Registrable Securities then outstanding, (or a lesser percent if the anticipated aggregate offering price price, net of underwriting discounts, selling commissions, and stock transfer taxes would be at least twenty-five million dollars (exceed $25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof5 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 HoldersHolder; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersHolder, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders Holder 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 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c), (d) and (g) and 2.3; provided, however, if the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, then the Demand Notice shall be deemed to have been made under Subsection 2.1(b).

Form S-1 Demand. If at any time after the earlier of (i) three seven (37) years after the date of this Agreement or (ii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of seventy-five forty percent (7540%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $6 million) that the Company file a Form S-1 with respect to the Registrable Securities then outstanding, if the anticipated aggregate offering price would be at least twenty-five million dollars ($25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)registration statement, 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; 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 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 twenty (20) 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.

Form S-1 Demand. If at any time after the earlier of (i) three five (35) 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 seventy-five at least thirty percent (7530%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding, if the anticipated an aggregate offering price would be price, net of Selling Expenses, of at least twenty-five million dollars ($25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)10 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; 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 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 twenty (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.

Form S-1 Demand. If at any time after the earlier of (i) three the eighteen (318) years after month anniversary of the date of this Agreement or Closing and (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOANDA Approval is obtained, the Company Acquiror receives a request in writing from one or more Holders of seventy-five percent (75%) a majority of the Registrable Securities then outstanding that the Company as of such time cannot be sold under SEC Rule 144 without volume or time limitations, that Acquiror file a Form S-1 registration statement with respect to the Registrable Securities then outstanding, if the anticipated aggregate offering price would be at least twenty-five million dollars ($25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)held by such Holders, then the Company Acquiror shall (x) within ten (10) days after the date such request is givenreceived, 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 sixty (60) days after the date such request is given received by the Initiating HoldersAcquiror, 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 given by each such Holder to the Company Acquiror within twenty (20) days of the date the Demand Notice is givenreceived, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) three (3) years one year after the date of this Agreement or (ii) one hundred eighty ninety (18090) days after the effective date of the registration statement for the IPOIPO 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 seventy-five percent (75%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least seventy-five percent (75%) of the Registrable Securities then outstanding, (or a lesser percentage if the anticipated aggregate offering price price, net of Selling Expenses, would be at least twenty-five million dollars (exceed $25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof15 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; 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 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 being allowed to participate in such registration, any SDWG Holder), 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 Subsections Section 2.1(c) and Section 2.3.