Common use of Form S-3 Demand Clause in Contracts

Form S-3 Demand. Subject to the terms and conditions of this Agreement, from and after the Registration Rights Date, if at any time when it is eligible to use a Form S-3 registration statement, Parent receives a request (i) from Holders of at least twenty five percent (25%) of the Registrable Securities then outstanding that Parent file a Form S-3 registration statement and (ii) with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least twenty-five million dollars ($25,000,000) (each, a “Short-Form Registration” and collectively with each Long-Form Registration, the “Demand Registrations”), which request shall specify the number of Registrable Securities required to be included in the registration statement described therein, then Parent shall (1) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (2) (x) 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-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such Short-Form Registration by any other Holders, as specified by notice given by each such Holder to Parent within ten (10) days after the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.2, and (y) shall, if applicable, use its commercially reasonable efforts to cause such registration statement on Form S-3 to be declared effective by the SEC as soon as practicable thereafter; provided, that if, prior to any request for registration pursuant to this Section 2.1(b), Parent exercises its Right of First Offer, then, for purposes of determining whether a request for a Short-Form Registration includes a sufficient number and/or value of Registrable Securities in accordance with this Section 2.1(b), any Parent Shares acquired by Parent pursuant to the exercise of the Right of First Offer shall be counted as if such Parent were included in such Short-Form Registration.

Form S-3 Demand. Subject to the terms and conditions of this Agreement, from and after the Registration Rights Date, if If at any time when it is eligible to use a Form S-3 registration statement, Parent the Company receives a request (i) from Holders of at least twenty five percent (25%) of any Major Stockholder that the Registrable Securities then outstanding that Parent Company file a Form S-3 registration statement and under the Securities Act (iieach, a “Short-Form Registration”) with respect to outstanding Registrable Securities of such Holders Initiating Holder(s) having an anticipated aggregate offering price, net of Selling Expenses, price of at least twenty-five million dollars ($25,000,000) (each, a “Short-Form Registration” and collectively with each Long-Form Registration, the “Demand Registrations”5,000,000), which request shall specify then the number of Registrable Securities required to be included in the registration statement described therein, then Parent Company shall (1i) within ten twenty (1020) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; Holder(s), and (2) (xii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersHolder(s), file a Short-Form S-3 registration statement under the Securities Act Registration covering all Registrable Securities requested to be included in such Short-Form Registration registration by any other Holders, as specified by notice given by each such Holder to Parent the Company within ten twenty (1020) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and 2.2, and (y) shall, if applicable, use its commercially reasonable efforts to cause such registration statement on Form S-3 to be declared effective by the SEC as soon as practicable thereafter; provided, that if, prior to Section 2.4. The Major Stockholder making any request for registration pursuant to this Section 2.1(b), Parent exercises its Right of First Offer, then, for purposes of determining whether a request for a Short-Form Registration includes may request (a sufficient number and/or value “Shelf Registration Request”) that such Short-Form Registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”) and (if the Company is a WKSI at the time any such request is submitted to the Company or will become one by the time of the filing of such Shelf Registration Statement) that such Shelf Registration Statement be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”), and the Company shall use its reasonable best efforts to maintain such registration statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another registration statement under the Securities Act (but in no event prior to the applicable period set forth in Section 4(a)(3) of the Securities Act and Rule 174 thereunder or (ii) the date that no Holder holds Registrable Securities registered under such Shelf Registration Statement. If on the date of the Shelf Registration Request the Company is a WKSI, then the Shelf Registration Request may request Registration of an unspecified amount of Registrable Securities in accordance with to be sold by unspecified Holders. If on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered. The Company shall provide to the Investors the information necessary to determine the Company’s status as a WKSI upon request. Each Major Stockholder shall be entitled to request an unlimited number of Short-Form Registrations pursuant to this Section 2.1(b), any Parent Shares acquired by Parent pursuant to the exercise of the Right of First Offer shall be counted as if such Parent were included in such Short-Form Registration.

Form S-3 Demand. Subject to the terms and conditions of this Agreement, from and after the Registration Rights Date, if If at any time following the date of the Prospectus for the IPO and when it the Company is eligible to use a Form S-3 registration statementS-3, Parent the Company receives a request from either (i) from the Lead B Investor or (ii) Holders of at least twenty five percent (25%individually or in the aggregate) the greater of 12.5% of the Registrable Securities then outstanding or $20,000,000 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 Parent the Company file a Form S-3 (which Form S-3 registration, at the request of the Initiating Holders, may be a shelf registration statement and (iipursuant to Rule 415 promulgated under the Securities Act) with respect to outstanding Registrable Securities of such the Lead B Investor or Holders having an anticipated aggregate offering price, net of Selling Expenses, value of at least twenty-five million dollars $20,000,000 ($25,000,000) (each, a “Short-Form Registration” and collectively with each Long-Form Registration, calculated based on the “Demand Registrations”market price of the Registrable Securities on the date on which the Company receives the written request for such registration), which request shall specify then the number of Registrable Securities required to be included in the registration statement described therein, then Parent Company shall (1x) within ten (10) two business days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (2y) (x) file, as soon as practicable, and practicable but in any no event within sixty (60) later than 30 days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under covering the Securities Act covering all Registrable Securities requested to be included in such Short-Form Registration registration by any other Holders, as specified by notice given by each such Holder to Parent the Company within ten (10) three business days after of the date the Demand Notice is given, or such shorter period as may be reasonably requested under the circumstances, and in each case, subject to the limitations of Sections Section 2.1(c) and 2.2Section 2.3. If the Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer (y) shallas defined in Rule 405 promulgated under the Securities Act), if applicable, use its commercially reasonable efforts to the Company shall cause such registration statement on Form S-3 to be declared effective made pursuant to an Automatic Shelf Registration Statement and, if then permitted, will omit the names of the participating Holders and the amount of the Registrable Securities to be offered thereunder if so requested by the SEC as soon as practicable thereafter; provided, that if, prior to any request for registration pursuant to this Section 2.1(b), Parent exercises its Right of First Offer, then, for purposes of determining whether a request for a Short-Form Registration includes a sufficient number and/or value of Registrable Securities in accordance with this Section 2.1(b), any Parent Shares acquired by Parent pursuant to the exercise of the Right of First Offer shall be counted as if such Parent were included in such Short-Form RegistrationInitiating Holders.

Form S-3 Demand. Subject After securities of the Company have been listed on any U.S. stock exchange, the Company shall use commercially reasonable efforts to qualify and remain qualified to register securities under the terms and conditions of this Agreement, from and after the Securities Act pursuant to a Registration Rights Date, if Statement on Form S-3 or any successor form thereto. If at any time when it is eligible to use a Form S-3 registration statement, Parent the Company receives a request (i) from Holders holders of at least twenty five ten percent (2510%) of the Registrable Securities then outstanding that Parent the Company file a Form S-3 registration statement and (iior a prospectus supplement for an offering of Registrable Securities) with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, price of at least twenty-five million dollars $25,000,000 ($25,000,000) (each, a “Short-Form Registration” and collectively with each Long-Form Registration, or covers all remaining Registrable Securities held by the “Demand Registrations”Initiating Stockholders), which request shall specify then the number of Registrable Securities required to be included in the registration statement described therein, then Parent Company shall (1i) within ten (10) days after the date such request is givengiven (or, in the case of a prospectus supplement, as soon as practical), give a Demand Notice to all Holders Stockholders other than the Initiating HoldersStockholders; and (2) (xii) as soon as practicable, and in any event within sixty forty-five (6045) days (or, in the case of a prospectus supplement, within ten (10) days) after the date such request is given by the Initiating HoldersStockholders, file a Form S-3 registration statement or a prospectus supplement, as applicable, under the Securities Act covering all Registrable Securities that the Initiating Stockholders requested to be registered or offered and any additional Registrable Securities requested to be included in such Short-Form Registration registration or offering by any other Holders, as specified by notice given by each such Holder to Parent the Company within ten twenty (1020) days after of the date the Demand Notice is givengiven (or within three (3) business days in the case of an offering to be undertaken by way of a prospectus supplement to a Form S-3 registration statement under the Securities Act), and in each case, subject to the limitations of Sections 2.1(c14.1(c) and 2.2, and (y) shall, if applicable, use its commercially reasonable efforts to cause such 14.3. After the effectiveness of a Form S-3 registration statement under the Securities Act for an offering to be made on a delayed or continuous basis (a “Shelf Registration Statement”), the applicable participating Holders shall also be entitled, from time to time during the effectiveness of such Form S-3 registration statement, to be declared effective by request and require the SEC as soon as practicable thereafter; provided, that if, prior Company to any request for prepare and file a prospectus supplement to such Form S-3 registration pursuant statement to this Section 2.1(b), Parent exercises its Right effect the sale of First Offer, then, for purposes of determining whether a request for a Short-Form Registration includes a sufficient number and/or value of the Registrable Securities in accordance with this Section 2.1(b), any Parent Shares acquired by Parent pursuant registered under such Form S-3 registration statement according to the exercise procedures described in the preceding sentence. In the case of a Shelf Registration Statement, a filing of a prospectus supplement with respect to the Right Shelf Registration Statement for an underwritten offering will count toward the maximum number of First Offer shall be counted as if such Parent were included in such Short-Form Registrationregistrations permitted hereunder.

Form S-3 Demand. Subject to the terms and conditions of this Agreement, from and after the Registration Rights Date, if If at any time when it is eligible to use a Form S-3 registration statement, Parent the Company receives a request (i) from Holders of at least twenty five percent (25%) of a Holder that the Registrable Securities then outstanding that Parent Company file a Form S-3 registration statement and (ii) with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expensesunderwriting discounts, selling commissions, and stock transfer taxes, of at least twenty-five million dollars ($25,000,000) (each, a “Short-Form Registration” and collectively with each Long-Form Registration, the “Demand Registrations”), which request shall specify the number of Registrable Securities required to be included in the registration statement described therein1 million, then Parent the Company shall (1i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating HoldersHolder; and (2) (xii) as soon as practicable, and in any event within sixty forty-five (6045) 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 that the Initiating Holder requested to be registered and any additional Registrable Securities requested to be included in such Short-Form Registration registration by any other Holders, as specified by notice given by each such Holder to Parent the Company within ten twenty (1020) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c), (d) and 2.2(g) and 2.3; provided, however, that the Company may, at its option, elect to register all Registrable Securities held by the Initiating Holder and any other Holders providing such notice on a Shelf Registration Statement. The Company shall deliver notice to all Holders at least forty-five (45) days prior to the first day on which the Company expects to be eligible to use a Form S-3 registration statement, and (y) shall, if applicable, shall use its commercially reasonable efforts to cause such file a Form S-3 registration statement on Form S-3 (or Shelf Registration Statement if so requested by the Holders) covering all Registrable Securities that the Holders request to be declared effective by the SEC as soon as practicable thereafter; provided, that if, prior to any request for registration pursuant to this Section 2.1(b), Parent exercises its Right of First Offer, then, for purposes of determining whether a request for a Short-Form Registration includes a sufficient number and/or value of Registrable Securities registered in accordance with this Section Subsection 2.1(b), any Parent Shares acquired by Parent pursuant ) prior to such date promptly after the exercise of first day on which the Right of First Offer shall be counted as if such Parent were included in such Short-Company is eligible to use a Form RegistrationS-3 registration statement.

Form S-3 Demand. Subject to the terms and conditions of this Agreement, from and after the Registration Rights Date, if If at any time when it is eligible to use a Form S-3 S‑3 registration statement, Parent the Company receives a request (i) from Holders of at least twenty five percent (25%) the Investor that the Company file a Form S‑3 registration statement with respect to all or any portion of the Registrable Securities then outstanding that Parent file a Form S-3 registration statement and (ii) with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least twenty-five million dollars ($25,000,000) (each, a “Short-Form Registration” and collectively with each Long-Form Registration, the “Demand Registrations”), which request shall specify the number of Registrable Securities required to be included in the registration statement described thereinInvestor, then Parent the Company shall (1) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (2) (x) as soon as reasonably practicable, and in any event within sixty no later than thirty (6030) days after the date such request is given by the Initiating HoldersInvestor, file a Form S-3 S‑3 registration statement or any comparable or successor form or forms under the Securities Act covering all Registrable Securities requested to be included in such Short-Form Registration registration by any other Holders, as specified by notice given by each such Holder to Parent within ten (10) days after the date the Demand Notice is given, and in each caseInvestor, subject to the limitations of Sections Subsections 2.1(c), (d) and 2.22.3 and use its best efforts to cause such registration to be effected as would permit or facilitate the sale and distribution of all of such Registrable Securities as specified in the request. At such time as the Company is qualified for the use of a Form S-3 registration statement, or the then appropriate form, for an offering to be made on a delayed on continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration Statement”), the holders of Registrable Securities shall have the right to request registration under on a Shelf Registration Statement (a “Shelf Registration”). If the Shelf Registration Statement is initially filed on Form S-1 and (y) thereafter the Company becomes eligible to use Form S-3 for secondary sales, the Company shall, if applicableas promptly as practicable, cause such Shelf Registration Statement to be amended, or shall file a new replacement Shelf Registration Statement on Form S-3. The Company shall prepare and file with (or confidentially submit to) the Commission a Shelf Registration Statement covering all of the Registrable Securities that the holders thereof have requested to be included in such Shelf Registration within 30 days after the date on which the initial request is given and shall use its commercially reasonable efforts to cause such registration statement on Form S-3 Shelf Registration Statement to be declared effective by the SEC as soon as practicable thereafter; provided, that if, prior to any request for registration pursuant to this Section 2.1(b), Parent exercises its Right of First Offer, then, for purposes of determining whether a request for a Short-Form Registration includes a sufficient number and/or value of Registrable Securities in accordance with this Section 2.1(b), any Parent Shares acquired by Parent pursuant to the exercise of the Right of First Offer shall be counted as if such Parent were included in such Short-Form Registration.