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 the Preferred Stock then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $2,000,000, then the Company shall (i) within 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 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 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Fractyl Health, Inc.), Investors’ Rights Agreement (Fractyl Health, Inc.)
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 Preferred Stock Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $2,000,0005 million, then the Company shall (i) within 10 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 45 days after the date such request is given by the Initiating Holders, practicable 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 20 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Sienna Biopharmaceuticals, Inc.), Investors’ Rights Agreement (Sienna Biopharmaceuticals, Inc.)
Form S-3 Demand. If If, at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of the Preferred Stock then outstanding any Holder that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $2,000,000Holder, then the Company shall (i) within 10 ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; Holders and (ii) as soon as practicable, and in any event within 45 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 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 20 twenty (20) days of following the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Harmony Biosciences Holdings, Inc.), Investors’ Rights Agreement (Harmony Biosciences Holdings, Inc.)
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 Major Investors holding at least ten percent (10%) of the Preferred Stock Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $2,000,0005 million, then the Company shall (i) within 10 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 45 days after the date such request is given by the Initiating Holders, practicable 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 20 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Vir Biotechnology, Inc.), Investors’ Rights Agreement (Vir Biotechnology, Inc.)
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 Preferred Stock Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $2,000,000Holders, then the Company shall (i) within 10 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 45 thirty (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 20 fourteen (14) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
Appears in 2 contracts
Samples: Investor Agreement (Riedman Corp), Investor Agreement (Phoenix Footwear Group Inc)
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 the Preferred Stock then outstanding a Requesting Holder that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $2,000,000Securities, then the Company shall (i) within 10 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 45 forty-five (45) days after the date such request is given by the Initiating HoldersRequesting Holder, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by the Requesting Holder or any other Holders, as specified by notice given by each such Holder to the Company within 20 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.32(c).
Appears in 2 contracts
Samples: Registration Rights Agreement (Quantum Corp /De/), Registration Rights Agreement (Quantum Corp /De/)
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 the Preferred Stock at least $2 million of Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $2,000,000Holders, then the Company shall (i) within 10 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 45 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 20 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Arrowhead Research Corp)
Form S-3 Demand. If If, at any time when it is eligible to use a Form S-3 registration statementRegistration Statement, the Company receives a request from any Holder or Holders of the Preferred Stock then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registration Statement for a public offering of all or a part of the Registrable Securities of owned by such Holders having an anticipated aggregate offering price of at least $2,000,000Holder or Holders, then the Company shall (i) within 10 ten 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 45 days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement 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 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c3.1(c) and Section 2.33.3.
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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 the Preferred Stock then outstanding Holder that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders the Holder having an anticipated aggregate offering price price, net of Selling Expenses, of at least $2,000,0005 million, then the Company shall (i) within 10 ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating HoldersHolder; and (ii) as soon as practicable, and in any event within 45 forty-five (45) days after the date such request is given by the Initiating HoldersHolder, 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 20 days of the date the Demand Notice is givenregistration, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.
Appears in 1 contract
Samples: Registration Rights Agreement (Industrial Tech Acquisitions II, Inc.)
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 Preferred Stock Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $2,000,000Holders, then the Company shall (i) within 10 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 45 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 20 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Good Earth Organics, Inc.)
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 thirty percent (30%) of the Preferred Stock Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $2,000,0005 million, then the Company shall (i) within 10 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 45 days after the date such request is given by the Initiating Holders, practicable 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 20 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.
Appears in 1 contract
Samples: Investors’ Rights Agreement (First Light Acquisition Group, Inc.)
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 ten percent (10%) of the Preferred Stock Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $2,000,0005 million, then the Company shall (i) within 10 twenty (20) 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 45 days after the date such request is given by the Initiating Holders, use its commercially reasonable efforts to 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 20 fifteen (15) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.Subsections 2.1
Appears in 1 contract
Samples: Investors’ Rights Agreement
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 the Preferred Stock then outstanding one or more Investors that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $2,000,000statement, then the Company shall (i) within 10 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 45 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 20 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
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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 a majority of the Preferred Stock Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $2,000,000Holders, then the Company shall (i) within 10 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 45 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 20 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Ondas Holdings Inc.)
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 Preferred Stock Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $2,000,000Holders, then the Company shall (i) within 10 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 45 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 20 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.
Appears in 1 contract
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 the Preferred Stock Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $2,000,000US$2 million, then the Company shall (i) within 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 45 days after the date such request is given by the Initiating Holders, practicable 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 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.
Appears in 1 contract
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 the Preferred Stock then outstanding that the Company to file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $2,000,00025 million, then the Company shall (i) within 10 ten (10) days after the date such request is given, give a Demand Notice to all other Holders other than the Initiating HoldersHolders making such request; and (ii) as soon as practicable, and in any event within 45 forty-five (45) days after the date such request is given by the Initiating Holdersgiven, 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 20 ten (10) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c2.1(d) and Section 2.3.
Appears in 1 contract
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 Initiating Holders of the Preferred Stock then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities Common Stock of such Holders having an anticipated aggregate offering price of at least $2,000,000Holders, then the Company shall (i) within 10 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 45 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 Common Stock requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within 20 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSections 8(c) and Section 2.3.9; and
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