Form S-3 Demand definition

Form S-3 Demand if (i) the reasonably anticipated aggregate gross proceeds would equal or exceed $5,000,000, (ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities and (iii) the plan of distribution of the Registrable Securities is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall use its best efforts to register under the Securities Act on Form S-3 (or any similar or successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such Form S-3 Demand. In connection with a Form S-3 Demand, the Company agrees to include in the prospectus included in any Registration Statement on Form S-3, such material describing the Company and intended to facilitate the sale of securities being so registered as is reasonably requested for inclusion therein by the Initiating Form S-3 Holders, whether or not the rules applicable to preparation of Form S-3 require the inclusion of such information. Notwithstanding the foregoing, if the Company shall furnish to the Initiating Form S-3 Holders a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company stating that in the good faith opinion of the Board of Directors of the Company, a Valid Business Reason exists, the Company shall have the right to delay or defer taking action with respect to such filing for a period of ninety (90) days after receipt of the Form S-3 Demand; provided, however, that such right to delay or defer a Form S-3 Demand shall be exercised by the Company not more than once in any twelve (12) month period, the Company shall only have the right to delay a Form S-3 Demand so long as such Valid Business Reason exists, and during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of any other Holders. Form S-3 Demands will not be deemed to be Demand Requests as described in Section 1.2 hereof and Holders shall have the right to request an unlimited number of Form S-3 Demands. Notwithstanding the foregoing, the Company shall not be obligated to file more than one (1) Registration Statement on Form S-3 pursuant to this Section 1.4 in any given six (6) month period.
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Form S-3 Demand has the meaning given that term in Section 2.3(a).
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Form S-3 Demand if (i) the reasonably anticipated aggregate gross proceeds would equal or exceed $1,000,000, (ii) the Company is a registrant qualified to use Form S-3 (or successor form) to register such Registrable Securities and (iii) the plan of distribution of the Registrable Securities is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall use commercially reasonable efforts to register under the Securities Act on Form S-3 (or any successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such Form S-3 Demand. Notwithstanding the foregoing, if the Company shall furnish to the Initiating Form S-3 Holders a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company stating that in the good faith opinion of the Board of Directors of the Company, a Valid Business Reason exists, the Company shall have the right to delay or defer taking action with respect to such filing for a period of ninety (90) days after receipt of the Form S-3 Demand; provided, however, that such right to delay or defer a Form S-3 Demand shall be exercised by the Company not more than once in any twelve (12) month period, the Company shall only have the right to delay a Form S-3 Demand so long as such Valid Business Reason exists, and during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of any other Holders.
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Examples of Form S-3 Demand in a sentence

  • Except as set forth in the next sentence, the Company shall use its reasonable best efforts to cause Demand Registrations to be Registered on Form S-3 (or any successor form), and if the Company is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be Registered on Form S-1 (or any successor form).

  • The Company shall use its reasonable best efforts to cause Demand Registrations to be registered on Form S-3 (or any successor form) once the Company becomes eligible to use Form S-3, and if the Company is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be registered on the form for which the Company then qualifies.

  • In connection with a Form S-3 Demand, the Company agrees to include in the prospectus included in any Registration Statement on Form S-3, such material describing the Company and intended to facilitate the sale of securities being so registered as is reasonably requested for inclusion therein by the Initiating Form S-3 Holders, whether or not the rules applicable to preparation of Form S-3 require the inclusion of such information.

  • The Company shall use its best efforts to cause Demand Registrations to be registered on Form S-3 (or any successor form), and if the Company is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be registered on Form S-1 (or any successor form).

  • If such conditions are met, the Company shall use its best efforts to register under the Securities Act on Form S-3 (or any similar or successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such Form S-3 Demand.

  • The Company shall use its commercially reasonable best efforts to cause Demand Registrations to be registered on Form S-3 (or any successor form) once the Company becomes eligible to use Form S-3, and if the Company is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be registered on the form for which the Company then qualifies.

  • If such condition is met, the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 (or any similar or successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such Form S-3 Demand.

  • The Company shall use its reasonable best efforts to cause Demand Registrations to be registered on Form S-3 (or any successor form), and if the Company is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be registered on the form for which the Company then qualifies.

  • Except as set forth in the next sentence, SpinCo shall use its reasonable best efforts to cause Demand Registrations to be Registered on Form S-3 (or any successor form), and if SpinCo is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be Registered on Form S-1 (or any successor form) or Form S-4 (in the case of an Exchange Offer).

  • Parent shall use its reasonable best efforts to cause Demand Registrations to be registered on Form S-3 (or any successor form), and if Parent is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be registered on the form for which Parent then qualifies.


More Definitions of Form S-3 Demand

Form S-3 Demand has the meaning ascribed to it in Section 3.3. “Initiating Form S-3 Holders” has the meaning ascribed to it in Section 3.3. “IPO” has the meaning ascribed to it in Section 3.1.
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Form S-3 Demand if (i) the reasonably anticipated aggregate gross proceeds from the sale of such Registrable Securities and Registrable Preferred would equal or exceed $7,000,000, (ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities and Registrable Preferred and (iii) the plan of distribution of the
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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 the Initiating Holders that the Company file a Form S-3 registration statement with respect to (i) Registrable Securities then outstanding if the anticipated aggregate offering price, net of Selling Expenses, would exceed $3 million (the “S-3 Minimum Proceeds Demand”) or (ii) Registrable Securities then outstanding that constitute Affiliate Registrable Securities (an “S-3 Affiliate Demand”), then the Company shall: (x) within ten (10) days after the date such request is given, give Demand Notice to all Holders of Registrable Securities covered in the Demand Notice (other than the Initiating Holders); and (y) as soon as practicable, and in any event within thirty (30) 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 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 twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3;”
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Form S-3 Demand has the meaning specified therefor in Section 2.04 of this Agreement.
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Form S-3 Demand shall have the meaning set forth in Section 3.5.
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Form S-3 Demand if the reasonably anticipated aggregate gross proceeds would equal or exceed $1,000,000. If such condition is met, the Company shall (A) promptly give written notice of the proposed registration, and any related qualifications and compliance, to all other Holders; and (B) use its reasonable best efforts to, as soon as practicable, register under the Securities Act on Form S-3 (or any similar or successor form) for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified by all such Holders. In connection with a Form S-3 Demand, the Company agrees to include in the prospectus included in any Registration Statement on Form S3, such material describing the Company to the extent the rules applicable to preparation of Form S-3 require the inclusion of such information.
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Related to Form S-3 Demand

  • Form S-3 shall have the meaning given in subsection 2.3.

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

  • Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).

  • Form F-3 means such respective form under the Securities Act or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

  • 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).

  • Demand Registration shall have the meaning given in subsection 2.1.1.

  • Demand Request shall have the meaning set forth in Section 2.1.

  • Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

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

  • Short-Form Registration has the meaning set forth in Section 2.01(a).

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

  • Short-Form Registrations has the meaning set forth in Section 2(a).

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

  • S-3 Registration has the meaning set forth in Section 5(a) of this Agreement.

  • Shelf Takedown Request shall have the meaning set forth in Section 3.2.5(a).

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Long-Form Registration has the meaning set forth in Section 2(a).

  • Rule 462(b) Registration Statement means any registration statement prepared by the Company registering additional Securities, which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities Act.

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Demand Registrations has the meaning set forth in Section 2(a).

  • Long-Form Registrations has the meaning set forth in Section 2(a).

  • Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).