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 (2520%) of the Registrable Securities then outstanding that Parent the Company file a Form S-3 registration statement and statement, including for an offering to be made on a continuous or delayed basis pursuant to SEC Rule 415 under the Securities Act (ii) 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 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 therein1,000,000, 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 Holders; 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 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 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 Subsection 2.1(c) and 2.2Subsection 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). (a) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (y90) shalldays after the request of the Initiating Holders is given; provided, if applicablehowever, use that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration. (b) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two (2) registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two (2) registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC and shall have remained effective for one hundred eighty (180) days (excluding any periods of time during which such Registration Statement is tolled or suspended pursuant to Subsection 2.1(c) or this Subsection 2.1(d)) or such shorter period as soon as practicable thereafter; providedmay be required to sell all Registrable Securities included in such relevant Registration Statement, that if, prior to any unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to this Section 2.1(b)Subsection 2.6, 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 which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d). Notwithstanding the foregoing, in no event shall a registration be deemed to have been effected (i) if after it has become effective such Parent were included registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or court for any reason other than a misrepresentation or an omission by any Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related Registration Statement or (ii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Short-Form Registrationregistration are not satisfied or waived other than solely by reason of an act or omission by any Holder.

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 (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, Parent the Company receives a request (i) from Holders of at least twenty five fifteen percent (2515%) of the Registrable Securities then outstanding that Parent the 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 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 therein1 million, then Parent the Company shall (1x) 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 (2) (xy) as soon as practicable, and in any event within sixty forty-five (6045) 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 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 Section 2.3. All written requests from any Holder or Holders to cause such effect a 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) 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), Parent exercises its Right of First Offerthey intend for the registration statement to remain effective so that they may effect the offering on a delayed basis (a “Shelf Request”). (ii) In the event a Form S-3 is filed pursuant to a Shelf Request, then, for purposes of determining whether upon a written request for from any Holder or Holders that is entitled to sell securities pursuant to such Form S-3 without filing a Shortpost-Form Registration includes effective amendment that the Company effect an offering with respect to Registrable Shares (a sufficient number and/or value of Registrable Securities in accordance with this Section 2.1(b“Takedown”), any Parent Shares acquired by Parent pursuant the Company will, as soon as practicable, (x) deliver a notice relating to the exercise proposed Takedown to all other Holders who are named or are entitled to be named as selling shareholder in such Form S-3 without filing a post-effective amendment thereto and (y) promptly (and in any event not later than twenty (20) days after receiving such request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the Right of First Offer shall Initiating Holders’ Registrable Shares as are specified in such request together with the Registrable Shares requested to be counted as if such Parent were included in such Short-Form Registration.Takedown by any other Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company

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 (2520%) of the Registrable Securities then outstanding that Parent the Company file a Form S-3 registration statement and statement, including for an offering to be made on a continuous or delayed basis pursuant to SEC Rule 415 under the Securities Act (ii) 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 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 therein1,000,000, 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 Holders; 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 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 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 Subsection 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 thereafterSubsection 2.3; provided, that ifthat, prior to any request for in the case of a registration pursuant to this Section Subsection 2.1(b), Parent exercises (i) to the extent the Company is then a WKSI, it shall use its Right of First Offerbest 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, thenit shall use its best efforts to file the registration statement, 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 each case, within time periods specified in this Section Subsection 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. (i) Subject to Section 4.1(c) and Section 4.5, if, following the terms and conditions of this Agreement, from and after the Registration Rights HOOPP Demand Date, if at any time when it is eligible the Company receives a Demand Registration pursuant to use this Section 4.1(a)(i) from the HOOPP Stockholder for the filing of a Form S-3 Registration Statement (or other short form registration statement, Parent receives then available) (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 (iiS-3”) with respect to outstanding Registrable Securities of such Holders held by the HOOPP Stockholder having an anticipated gross 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”), which request shall specify the number of Registrable Securities required to be included in the registration statement described therein250,000,000, 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) 180 days after the date such request is given by the Initiating HoldersHOOPP Stockholder, the Company shall file a Form S-3 for the registration statement under the Securities Act covering of all Registrable Securities which the HOOPP Stockholder has requested be registered, subject to be included and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The Company shall use its reasonable best efforts to obtain effectiveness of such Short-Form Registration by any other HoldersS-3, and the registration of such Registrable Securities under the Securities Act, as specified promptly as practicable following such filing and to maintain such effectiveness for the lesser of six months or until all the Registrable Securities registered on such Form S-3 have been sold. (ii) Subject to Section 4.1(c) and Section 4.5, if, at any time after the IPO, the Company receives a Demand Registration pursuant to this Section 4.1(a)(ii) from the Founder Stockholder for the filing of a Form S-3 with respect to Registrable Securities held by notice given by each such Holder to Parent the Founder Stockholder having an anticipated gross aggregate offering price of at least $250,000,000, then within ten (10) 180 days after the date such request is given by the Demand Notice is givenFounder Stockholder, and in each casethe Company shall file a Form S-3 for the registration under the Securities Act of all Registrable Securities which the Founder Stockholder has requested be registered, 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 the terms, conditions, procedures and limitations contained in this Section 2.1(b)Agreement. The Company shall use its reasonable best efforts to obtain effectiveness of such Form S-3, any Parent Shares acquired by Parent pursuant and the registration of such Registrable Securities under the Securities Act, as promptly as practicable following such filing and to maintain such effectiveness for the exercise lesser of six months or until all the Right of First Offer shall be counted as if Registrable Securities registered on such Parent were included in such Short-Form RegistrationS-3 have been sold.