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 the Investor, the Company shall as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Investor, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included by the Investor, subject to the limitations of Subsection 2.1(c), Subsection 2.1(d) and Subsection 2.3.

Appears in 4 contracts

Samples: Investor Rights Agreement (U-Swirl, Inc.), Investor Rights Agreement (U-Swirl, Inc.), Investor Rights Agreement (Rocky Mountain Chocolate Factory Inc)

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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 the Investor, Investor that the Company shall file a Form S-3 registration statement with respect to outstanding Registrable Securities of the Investor having an anticipated aggregate offering price, net of Selling Expenses, of at least $1,000,000, then the Company shall, as soon as practicable, and in any event within thirty sixty (3060) days after the date such request is given by the Investor, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by the Investor, subject to the limitations of Subsection 2.1(c), Subsection 2.1(dSection 2.1(b) and Subsection Section 2.3.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Lumera Corp)

Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statementstatement (or similar registration statement or form under Applicable Securities Law), the Company receives a request from any of the InvestorInvestors that the Company file a Form S-3 registration statement (or similar registration statement or form under Applicable Securities Law) with respect to outstanding Registrable Securities, then the Company shall as soon as practicable, and in any event within thirty forty-five (3045) days after the date such request is given by the respective Investor, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included by the Investor, subject to the limitations of Subsection 2.1(c), Subsection 2.1(d) and Subsection 2.3in such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Oddity Tech LTD)

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 an Investor that Company file a Form S-3 registration statement with respect to all the Investorshares of common stock of the Company held by the Investors having an anticipated aggregate offering price, net of Selling Expenses, of at least $2,000,000, then the Company shall as soon as practicable, and in any event within thirty (30) 45 days after the date such request is given by the an Investor, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included shares of common stock of the Company held by the Investor, subject to the limitations of Subsection 2.1(c), Subsection 2.1(d) and Subsection 2.3all Investors.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Complete Solaria, 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 InvestorRegistrable 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, net of Selling Expenses, of at least $2.5 million, then the Company shall as soon as practicable, and in any event (i) within thirty ten (3010) days after the date such request is given by given, give a Demand Notice to all Holders other than the InvestorInitiating Holders; and (ii) as soon as practicable, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included by the Investor, subject to the limitations of Subsection 2.1(c), Subsection 2.1(d) and Subsection 2.3.in any

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 the InvestorInvestor that the Company file a Form S-3 registration statement with respect to all or any portion of the outstanding Registrable Securities of Investor having an anticipated aggregate offering price, net of Selling Expenses, of at least $10 million, then the Company shall as soon as reasonably practicable, and in any event within thirty no later than forty-five (3045) days after the date such request is given by the Investor, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by the Investor, subject to the limitations of Subsection Subsections 2.1(c), Subsection 2.1(d) ), and Subsection 2.3.

Appears in 1 contract

Samples: Registration Rights Agreement (Joby Aviation, 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 the Investor, Investor that the Company shall file a Form S-3 registration statement with respect to outstanding Registrable Securities of the Investor having an anticipated aggregate offering price, net of Selling Expenses, of at least $10 million, then the Company shall, as soon as practicable, and in any event within thirty (30) 45 days after the date such request is given by the Investor, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by the Investor, subject to the limitations of Subsection Subsections 2.1(c), Subsection 2.1(d) and Subsection 2.3.

Appears in 1 contract

Samples: Investor's Rights Agreement (Chimerix Inc)

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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 the InvestorInvestor that the Company file a Form S-3 registration statement with respect to any amount outstanding of the Registrable Securities, then the Company shall as soon as practicable, and in any event shall within thirty (30) days after the date such request is given by the Investor, file a Form S-3 resale registration statement under the Securities Act covering all Registrable Securities requested to be included by the Investorregistered, subject to the limitations of Subsection Sections 2.1(c), Subsection 2.1(d) and Subsection 2.3.

Appears in 1 contract

Samples: Registration Rights Agreement (Force Protection Video Equipment Corp.)

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 Investor, Seller that the Company shall file a Form S-3 registration statement with respect to outstanding Registrable Securities of the Seller, then the Company shall, as soon as practicable, and in any event within thirty (30) days after the date such request is given by the InvestorSeller, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities that the Seller requested to be included by the Investorregistered, and in each case, subject to the limitations of Subsection 2.1(c), Subsection 2.1(dSubsections 1.2(c) and Subsection 2.3and1.4.

Appears in 1 contract

Samples: Patent Purchase Agreement (Spherix Inc)

Form S-3 Demand. If at any time, and from time to time, when it is eligible to use a Form S-3 registration statement, the Company receives a request from the InvestorInitiating Holders that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders; and (ii) as soon as practicable, and in any event within thirty forty-five (3045) days after the date such request is given by the InvestorInitiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included by the Investor, subject to the limitations of Subsection 2.1(c), Subsection 2.1(d) and Subsection 2.3.all

Appears in 1 contract

Samples: Investors’ Rights Agreement (Kempharm, Inc)

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