Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If at any time after the earlier of (i) 7 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 or the Direct Listing (whichever occurs first), the Company receives a request from Holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall (i) 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 (ii) 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 Section 1.1(c) and Section 2.2.

Form S-1 Demand. If at any time after the earlier of (i) 7 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 or the Direct Listing (whichever occurs first)IPO, the Company receives a request from Holders of at least a majority of the shares of Registrable Securities then outstanding (excluding all Series A Preferred Stock, Series A-2 Preferred Stock and any Common Stock issued or issuable upon conversion of the Series A Preferred Stock and Series A-2 Preferred Stock) that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding (or a lesser percent statement, if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall shall, (i) within ten (10) business days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) 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 Section 1.1(cSubsections 2.1(c), 2.1(d) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (i) 7 years after the date of this Agreement February 7, 2012 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO or the Direct Listing (whichever occurs first)IPO, the Company receives a request from Holders of at least a majority sixty-six and two thirds percent (66 2/3%) of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock then outstanding (the “Requesting Holders”) that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) such number of the Registrable Securities then outstanding (or a lesser percent if the shares as would result in an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $10 5 million), then the Company shall (i) 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 (ii) 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 Section 1.1(c2.1(c) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (i) 7 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 or the Direct Listing (whichever occurs first)IPO, the Company receives a request from Holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall (i) 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 (ii) 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 Section 1.1(c) and Section 2.2.

Form S-1 Demand. If at any time after the earlier of (i) 7 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 or the Direct Listing (whichever occurs first)IPO, the Company receives a request from Holders of at least a majority sixty-one percent (61%) of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty thirty-three and one-third percent (3033 1/3%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall (ix) 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 (iiy) 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 Section 1.1(cSubsections 2.1(c) and Section 2.22.3.”

Form S-1 Demand. If at any time after the earlier of (i) 7 five (5) years after the date of this Agreement Agreement; or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO or the Direct Listing (whichever occurs first)IPO, the Company receives a request from Holders of at least a majority fifty percent (50%) of the shares of Common Stock issued Registrable Securities then outstanding if prior to an IPO or issuable upon conversion at least twenty percent (20%) of the Preferred Stock Registrable Securities then outstanding if after an IPO, that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of Selling Expenses, would exceed of not less than $10 million)10,000,000, then the Company shall (ix) 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 (iiy) 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 Section 1.1(c2.1(c) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (i) 7 years after the date of this Agreement January 1, 2025 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO or the Direct Listing or (whichever occurs first)iii) one hundred eighty (180) days after the consummaton of a SPAC Transaction, the Company receives a request from Holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 15 million), then the Company shall (ix) 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 (iiy) 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 Section 1.1(cSubsections 2.1(c) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (i) 7 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 or the Direct Listing (whichever occurs first)IPO, the Company receives a written request from Holders of at least a majority seventy-five percent (75%) of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty fifty percent (3050%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed fifteen million dollars ($10 million15,000,000)), then the Company shall (ix) within ten (10) days after the date such written request is given, give written notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (iiy) as soon as practicable, and in any event within sixty (60) days after the date such written 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 given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 1.1(cSubsections 2.1(c) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (i) 7 years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement Registration Statement for the IPO or the Direct Listing (whichever occurs first)IPO, the Company receives a request from either (i) the ECP Holders, (ii) the EIG Holders, (iii) the Quantum Holders or (iv) other Holders of at least a majority forty percent (40%) of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock Other Registrable Securities then outstanding, in each case that the Company file a Registration Statement on Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of Selling Expenses, would exceed in excess of $10 20 million), then the Company shall (i1) 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 (ii2) 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 Registration Statement on 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 ten (2010) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 1.1(cSubsections 2.1(c) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (ia) 7 four years after the date of this Agreement or (iib) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO or the Direct Listing (whichever occurs first)IPO, the Company receives a request from Holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of Registrable Securities then outstanding (with the Series D-1 Preferred Stock being subject to the Regulatory Voting Restriction for this purpose) that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the any Registrable Securities then outstanding (or a lesser percent if and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $10 7.5 million), then the Company shall (i) within ten (10) business days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty (60) 90 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 Section 1.1(c) 3.1.3 and Section 2.23.3.

Form S-1 Demand. If at any time after [the earlier of (i) 7 years [three (3) - five (5) years] after the date of this Agreement or (ii) )] [one hundred eighty (180) days )] days9 after the effective date of the registration statement for the IPO or the Direct Listing (whichever occurs first)IPO, the Company receives a request from Holders of at least a majority [_______ percent (___%)]10 of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to [at least thirty forty percent (30%) 40%)]11 of the Registrable Securities then outstanding [(or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 [5-15] million)], then the Company shall (i) 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 (ii) 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 Section 1.1(c2.1(c) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (i) 7 years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement Registration Statement for the IPO or the Direct Listing (whichever occurs first)IPO, the Company receives a request from either (i) the ECP Holders, (ii) the GSO Holders, (iii) the Quantum Holders or (iv) other Holders of at least a majority forty percent (40%) of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock Other Registrable Securities then outstanding, in each case that the Company file a Registration Statement on Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of Selling Expenses, would exceed in excess of $10 20 million), then the Company shall (i1) 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 (ii2) 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 Registration Statement on 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 ten (2010) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 1.1(cSubsections 2.1(c) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (i) 7 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 or the Direct Listing (whichever occurs first)IPO, the Company LLC receives a request from Holders of at least a majority twenty percent (20%) of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock Registrable Securities then outstanding, a request that the Company corporate successor to the LLC contemplated by Section 12.3 hereof (such entity, which prior to its formation shall mean the LLC, the “IPO Corporation”) file a Form S-1 registration statement with respect to at least thirty twenty percent (3020%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million)15,000,000) or (ii) after September 21, 2016, the IPO Corporation receives from Holders of Registrable Securities, including at least one of the Significant Securityholders, a request that the IPO Corporation file a Form S-1 registration statement with respect to an offering which would constitute a Qualified Public Offering then the Company IPO Corporation shall (ix) 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 (iiy) 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 IPO Corporation within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 1.1(c2.1(d) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (i) 7 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 or the Direct Listing (whichever occurs first)IPO, the Company receives a request from Holders of at least a majority of the shares Registrable Securities then outstanding, excluding Amex (as defined below) and its BHCA Transferees (as defined in the Certificate of Common Stock issued or issuable upon conversion of the Preferred Stock Incorporation (as defined below)), that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 15 million), then the Company shall (ix) 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 (iiy) 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 Section 1.1(cSubsections 2.1(c) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (i) 7 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 or the Direct Listing (whichever occurs first)IPO, the Company receives a written request from Holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty fifty percent (3050%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed fifteen million dollars ($10 million15,000,000)), then the Company shall (ix) within ten (10) days after the date such written request is given, give written notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (iiy) as soon as practicable, and in any event within sixty (60) days after the date such written 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 given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 1.1(cSections 2.1(c) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (i) 7 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 or the Direct Listing (whichever occurs first)IPO, the Company receives a request from Holders of at least a majority of the Registrable Securities or two-thirds of the shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 15 million), then the Company shall (ix) 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 (iiy) 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 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 Section 1.1(cSections 2.1(c) and Section 2.22.

Form S-1 Demand. If at any time after the earlier of (i) 7 five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days six months after the effective date of the any registration statement for the IPO or the Direct Listing (whichever occurs first)statement, the Company receives a request from Holders of at least a majority thirty percent (30%) of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty twenty percent (3020%) of the Registrable Securities then outstanding (or a lesser percent if provided that the anticipated aggregate offering priceproceeds of such offering, net of Selling Expensesunderwriting discounts and commissions, would exceed $10 million20 million if the first registered offering, or $5 million if after the first registered offering), then the Company shall (ix) 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 (iiy) 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 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 Section 1.1(cSubsections 2.1(c) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (i) 7 five (5) years after the date of this Agreement or (ii) one hundred and eighty (180) days after the effective date of the registration statement for the IPO or the Direct Listing (whichever occurs first)IPO, the Company receives a request from Holders of at least a majority Major Investors holding forty percent (40%) of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock Registrable Securities held by all Major Investors that the Company file a Form S-1 registration statement with respect to at least thirty forty percent (3040%) of the Registrable Securities then outstanding held by all Major Investors (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 20 million), ) then the Company shall (ix) 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 (iiy) 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 Section 1.1(cSubsections 2.1(c) and Section 2.22.3.

Form S-1 Demand. If at any time after the earlier of (i) 7 years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement final prospectus for the IPO or the Direct Listing (whichever occurs first)IPO, the Company receives a request from Table of Contents Holders of at least a majority forty percent (40%) of the shares Registrable Securities then outstanding (or a lesser percentage if the reasonably anticipated aggregate offering amount to the public, net of Common Stock issued or issuable upon conversion of the Preferred Stock Selling Expenses, would exceed $25 million) that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering priceamount to the public, net of Selling Expenses, would exceed of not less than $10 25 million), then the Company shall (ix) 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 (iiy) 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 Section 1.1(cSections 2.1(c) and Section 2.22.3.