Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If at any time after the date that is one hundred and eighty (180) days after the effective date of the registration statement mentioned in Section 2.1(a) and (b), the Company receives a request from Holders that the Company file a Form S-1 registration statement with respect to Registrable Securities the resale of which is not registered on the Shelf (1) having an anticipated aggregate offering price, net of Selling Expenses, in excess of $50,000,000 or (2) constituting the total aggregate Registrable Securities then held by all Holders, 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 applicable, and any Other 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 or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given by each such Holder or Other Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the applicable limitations of Sections 2.1(f) and 2.3; provided that the Company may use a Form S-3 registration statement instead of a Form S-1 registration statement pursuant to this Section 2.1(d) if the Company would qualify to use a Form S-3 registration statement within sixty (60) days after the date on which the request from Holders is received.

Form S-1 Demand. If (i) at any time after the fourth (4th) anniversary of the date of this Agreement, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding, that is the Company file a Form S-1 registration statement with respect to at least twenty percent (20%) of the Registrable Securities then outstanding and having an anticipated aggregate offering price, net of Selling Expenses, which would exceed $20 million, or (ii) at any time or from time to time after one hundred and eighty (180) days after the effective date of the registration statement mentioned in Section 2.1(a) and (b)for the IPO, the Company receives a request from Holders of Registrable Securities that the Company file a Form S-1 registration statement with respect to Registrable Securities the resale of which is not registered on the Shelf (1) having an anticipated expected aggregate offering price, net of Selling Expenses, in excess of which would exceed $50,000,000 or (2) constituting the total aggregate Registrable Securities then held by all Holders5,000,000, 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 applicable, and any Other Holders; and (y) 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 or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given by each such Holder or Other Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the applicable limitations of Sections 2.1(fSubsections 2.1(c) and 2.3; provided that the Company may use a Form S-3 registration statement instead of a Form S-1 registration statement pursuant to this Section 2.1(d) if the Company would qualify to use a Form S-3 registration statement within sixty (60) days after the date on which the request from Holders is received.

Form S-1 Demand. If at any time after following the date that is one hundred and eighty (180) days after the effective date of the registration statement mentioned in Section 2.1(a) and (b)Prospectus for the IPO, the Company receives a request from either (i) the Lead B Investor or (ii) Holders of (individually or in the aggregate) the greater of 25% of the Registrable Securities or at least $50,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration), that the Company file or submit a Form S-1 registration statement with respect to Registrable Securities the resale having, an aggregate value of which is not registered at least $50,000,000 (calculated based on the Shelf (1) having an anticipated aggregate offering price, net market price of Selling Expenses, in excess of $50,000,000 or (2) constituting the total aggregate Registrable Securities then held by all Holderson the date on which the Company receives the written request for such registration), then the Company shall (x1) within ten (10) three business days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders, if applicable, and any Other Holders; and (y2) file or submit as soon as practicablepracticable thereafter and use commercially reasonable efforts to have such registration statement declared effective by the SEC within 60 days of such Demand Notice, and but in any no event within sixty (60) later than 90 days after the date such request Demand Notice is given by the Initiating HoldersCompany, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given by each such Holder or Other Holder to the Company within twenty (20) five business days of the date the Demand Notice is given, and in each case, subject to the applicable limitations of Sections 2.1(fSection 2.1(c) and Section 2.3; provided that the Company may use a Form S-3 registration statement instead of a Form S-1 registration statement pursuant to this Section 2.1(d) if the Company would qualify to use a Form S-3 registration statement within sixty (60) days after the date on which the request from Holders is received.

Form S-1 Demand. If at any time (i) after the date that is one hundred and eighty (180) days after the effective date of the registration statement mentioned in Section 2.1(a) and (b)for the IPO, the Company LLC receives from Holders of twenty percent (20%) of the Registrable Securities then outstanding, a request from Holders 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 twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the resale of which is not registered on the Shelf (1) having an anticipated aggregate offering price, net of Selling Expenses, in excess of would exceed $50,000,000 15,000,000) or (2ii) constituting after September 21, 2016, the total aggregate IPO Corporation receives from Holders of Registrable Securities then held by all HoldersSecurities, 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 (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 applicable, and any Other 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 or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given by each such Holder or Other Holder to the Company IPO Corporation within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the applicable limitations of Sections 2.1(f) and 2.3; provided that the Company may use a Form S-3 registration statement instead of a Form S-1 registration statement pursuant to this Section 2.1(d) if the Company would qualify to use a Form S-3 registration statement within sixty (60) days after the date on which the request from Holders is receivedand Section 2.3.

Form S-1 Demand. If at any time after the date that is one hundred and eighty (180) days after the effective date of the registration statement mentioned in Section 2.1(a) and (b)for the Initial Offering of the Listed Company, the Listed Company receives a request from Holders of the Registrable Securities then outstanding that the Listed Company confidentially submit or file a Form S-1 registration statement with respect to at least [***] of the Registrable Securities then outstanding (or a lesser percent if the resale of which is not registered on the Shelf (1) having an anticipated aggregate offering price, net of Selling Expenses, in excess of $50,000,000 or (2) constituting the total aggregate Registrable Securities then held by all Holderswould exceed [***]), then in each case the Listed 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 applicable, and any Other HoldersHolders (each such request shall be referred to herein as a “Demand Registration”); 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, initially file or confidentially submit a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given by each such Holder or Other Holder to the Listed Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the applicable limitations of Sections 2.1(f2.1(c) and 2.3; provided that the Company may use a Form S-3 registration statement instead of a Form S-1 registration statement pursuant to this Section 2.1(d) if the Company would qualify to use a Form S-3 registration statement within sixty (60) days after the date on which the request from Holders is received.