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 thirty percent (30%) 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 having an anticipated aggregate offering price, net of Selling Expenses, of at least $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 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 Section 2.1(c) 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 thirty twenty percent (3020%) 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 having an anticipated aggregate offering price, net of Selling Expenses, of at least $1,000,0003 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 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 Section 2.1(c) 3.1.3 and Section 2.33.3. There shall be no limit to the aggregate number of registrations that the Company may be required to effect Registrations effected pursuant to this Section 2.1(b); provided, however, that the Company 3.1.2 shall not be required to effect more than one (1) counted as requests for registration effected pursuant to this Section 2.1(b) in any 12-month period3.1.1.

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 thirty percent (30%) [***] 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 having an anticipated aggregate offering price, net of Selling Expenses, of at least $1,000,000, [***] 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 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 Section Sections 2.1(c) and Section 2.3. There The Listed Company shall be no limit to the aggregate number of registrations that the Company may only be required to effect pursuant to this Section 2.1(b); provided, however, that the Company shall not be required to effect more than effectuate one (1) Public Offering from any such Form S-3 registration pursuant to this Section 2.1(b) in within any 12six-month period.