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 ten percent (10%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders (x) that cannot be sold by such Holders pursuant to Rule 144 during the three month period immediately following such request and (y) that have an anticipated aggregate offering price, net of Selling Expenses, of at least Ten Million Dollars ($10,000,000), 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 that the Initiating Holders request 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 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c), 2.1(d) and 2.3.

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 thirty percent (1030%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders (x) that cannot be sold by such Holders pursuant to Rule 144 during the three month period immediately following such request and (y) that have having an anticipated aggregate offering price, net of Selling Expenses, of at least Ten Million Dollars ($10,000,000)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 that the Initiating Holders request 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 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c), 2.1(d) and Section 2.3. There shall be no limit to the aggregate number of registrations that the Company may be required to effect pursuant to this Section 2.1(b); provided, however, that the Company shall not be required to effect more than one (1) registration pursuant to this Section 2.1(b) in any 12-month period.

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 one or more Holders of at least ten twenty percent (1020%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders (x) that cannot be sold by such Holders pursuant to Rule 144 during the three month period immediately following such request and (y) that have having an anticipated aggregate offering price, net of Selling Expenses, of at least Ten Million Dollars ($10,000,000)3 million, 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) use commercially reasonable efforts to 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 that the Initiating Holders request 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 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c), 2.1(d) Section 3.1.3 and 2.3Section 3.3. Registrations effected pursuant to this Section 3.1.2 shall not be counted as requests for registration effected pursuant to Section 3.1.1.

Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Listed Company receives a request from Holders of at least ten percent (10%) [***] of the Registrable Securities then outstanding that the Listed Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders (x) that cannot be sold by such Holders pursuant to Rule 144 during the three month period immediately following such request and (y) that have having an anticipated aggregate offering price, net of Selling Expenses, of at least Ten Million Dollars ($10,000,000), [***] then the Listed Company shall (ix) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating 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 (or file a post-effective amendment to an effective Form S-3, as applicable and at the Securities Act Listed Company’s sole discretion) covering all Registrable Securities that the Initiating Holders request 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 Listed Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Sections 2.1(c), 2.1(d) and 2.3. The Listed Company shall only be required to effectuate one Public Offering from any such Form S-3 registration within any six-month period.