Form S-1 Demand definition

Form S-1 Demand. If at any time after one hundred eighty (180) days after the effective date of the Registration Statement for the IPO, the Company receives a request from (i) the ECP Holders, (ii) the EIG Holders, (iii) the Quantum Holders, or (iv) other Holders of at least forty percent (40%) of the Other Registrable Securities then outstanding, in each case that the Company file a Registration Statement on Form S-1 with respect to Registrable Securities, in the case of the immediately preceding clauses (i), (ii), (iii) and (iv), having an anticipated aggregate offering price net of Selling Expenses, in excess of $20 million, then the Company shall (1) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (2) 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 Registration Statement on Form S-1 under the Securities Act covering all Registrable Securities that the Initiating Holders requested 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 ten (10) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.” l Section 2.1(b) of the Agreement is hereby amended by deleting the same and replacing it in its entirety as follows:
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Examples of Form S-1 Demand in a sentence

  • Any such request pursuant to this Section 4.1(b) is referred to herein as a "Form S-1 Demand Registration Request," and the registration so requested is referred to herein as a "Form S-1 Demand Registration".

  • Any Form S-1 Demand Registration Request may request that the Company register Registrable Securities on Form S-1, including a shelf registration statement, and if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), an automatic shelf registration statement (as defined in Rule 405 under the Securities Act).

  • Notwithstanding anything to the contrary contained herein, a registration will not count as a Form S-1 Demand Registration under this Section 3(a) until the registration statement relating to all such Registrable Securities requested to be so registered has been declared effective by the Commission at the request of the requesting Holders and, if such method of disposition is a firm commitment underwritten public offering, all of such shares shall have been sold pursuant thereto.

  • The Holders shall only be entitled to request two (2) Form S-1 Demand Registrations pursuant to this Section 3(a).

  • At any time beginning on the one year anniversary of this Warrant, the Holder may request that the Company register under the Securities Act all or a portion of the Registrable Securities held by such requesting Holders (a "Form S-1 Demand Registration").

  • In addition to the foregoing, no Holder that would be required to sign a lock-up agreement pursuant to this section shall distribute shares to its stockholders, partners or members after receipt of a Piggyback Notice, a Form S-1 Demand Notice or a Form S-3 Demand Notice until such time as such Holder has signed a lock-up agreement required pursuant hereto.

Related to Form S-1 Demand

  • Form S-1 Shelf shall have the meaning given in Section 2.1.1.

  • Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

  • Form S-3 Shelf shall have the meaning given in Section 2.1.1.

  • Form F-3 Shelf shall have the meaning given in Section 2.1.1.

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).