Common use of Form S-3 Demand Clause in Contracts

Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement, including for an offering to be made on a continuous or delayed basis pursuant to SEC Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC covering such Registrable Securities), with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1,000,000, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all 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 Subsection 2.1(c) and Subsection 2.3; provided, that, in the case of a registration pursuant to this Subsection 2.1(b), (i) to the extent the Company is then a WKSI, it shall use its best efforts to file and cause to be immediately effective a registration statement that shall constitute an Automatic Registration Statement and (ii) if the Company is not then a WKSI, it shall use its best efforts to file the registration statement, in each case, within time periods specified in this Subsection 2.1(b).

Form S-3 Demand. (i) If at any time when it is eligible to use a Form S-3 registration statementstatement or is reasonably expected to be eligible within forty five (45) days thereof, the Company receives a request from Holders of at least twenty fifteen percent (2015%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement, including for an offering to be made on a continuous or delayed basis pursuant to SEC Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC covering such Registrable Securities), statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1,000,0001 million, then the Company shall (ix) within ten twenty (1020) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; Holders and (iiy) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all 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 Subsection Section 2.1(c) and Subsection Section 2.3; provided, that, in the case of . All written requests from any Holder or Holders to effect a registration on Form S-3 pursuant to this Subsection Section 2.1(b) shall indicate whether such Holder(s) intend to effect an offering promptly following effectiveness of the registration statement or whether, pursuant to Section 2.4(a), (i) to they intend for the extent the Company is then a WKSI, it shall use its best efforts to file and cause to be immediately effective a registration statement to remain effective so that shall constitute an Automatic Registration Statement and they may effect the offering on a delayed basis (ii) if the Company is not then a WKSI, it shall use its best efforts to file the registration statement, in each case, within time periods specified in this Subsection 2.1(b“Shelf Request”).

Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from the Holder or Holders of at least twenty twenty-five percent (2025%) of the shares of the Registrable Securities then outstanding (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock) that the Company file a Form S-3 registration statement, including for an offering to be made on a continuous or delayed basis pursuant to SEC Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC covering such Registrable Securities), statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1,000,000, 5 million then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all 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 Subsection Section 2.1(c) and Subsection Section 2.3; provided, that, . At the request of Holders of at least a majority of the shares of Registrable Securities then outstanding (subject to appropriate adjustment in the case event of a registration pursuant to this Subsection 2.1(b)any stock dividend, (i) stock split, combination or other similar recapitalization with respect to the extent Common Stock) the Company is then a WKSI, it shall use its best efforts to file and cause to be immediately effective a Form S-3 registration statement that shall constitute an Automatic Registration Statement and (ii) if with respect to the Company is not then resale of outstanding Registrable Securities of such Holders can be a WKSI, it shall use its best efforts to file shelf registration statement under Rule 415 of the registration statement, in each case, within time periods specified in this Subsection 2.1(b)Securities Act.

Form S-3 Demand. If at any time when it after one hundred eighty (180) days after the consummation of the Merger (i) the Company is eligible to use a Form S-3 registration statement, statement and (ii) the Company receives a request from Holders of at least twenty (1) with respect to the first request pursuant to this Section 2.1(b), twelve and one-half percent (2012.5%) of the Registrable Securities then outstanding and (2) with respect each subsequent request pursuant to this Section 2.1(b), seven and one-half percent (7.5%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement, including for an offering to be made on a continuous or delayed basis pursuant to SEC Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC covering such Registrable Securities), statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least ten million dollars ($1,000,00010,000,000), then the Company shall (iA) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (iiB) as soon as reasonably practicable, and in any event within forty-five thirty (4530) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act, or any similar short-form registration which may be available to the Company under the Securities Act (including, without limitation, a post-effective amendment or prospectus supplement in respect thereof), covering all 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 Subsection 2.1(cSection 2.1(f) and Subsection Section 2.3; provided, that, in the case of a registration pursuant to this Subsection 2.1(b), (i) to the extent the Company is then a WKSI, it shall use its best efforts to file and cause to be immediately effective a registration statement that shall constitute an Automatic Registration Statement and (ii) if the Company is not then a WKSI, it shall use its best efforts to file the registration statement, in each case, within time periods specified in this Subsection 2.1(b).