Initiating Form S-3 Holder definition

Initiating Form S-3 Holder has the meaning given that term in Section 2.3(a).
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Initiating Form S-3 Holder may request at any time following the Company’s Public Offering that the Company file a registration statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any portion of the Registrable Common Stock held by such Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act (“Form S-3 Request”) if (i) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Common Stock and (ii) the plan of distribution of the Registrable Common Stock is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall use its commercially reasonable 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 Request, the number of Registrable Common Stock specified in such Form S-3 Request. In connection with a Form S-3 Request, 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. Form S-3 Requests will not be deemed to be Initiating Requests as described in Section 2(a) hereof and Holders shall have the right to request an unlimited number of Form S-3 Requests. 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 2(i) in any given six (6) month period. No registration effected under this Section 2(i) shall relieve the Company of its obligation to effect any registration upon request under Section 2(a) hereof and no registration effected pursuant to this Section 2(i) shall be deemed to have been effected pursuant to Section 2(a) hereof.
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Initiating Form S-3 Holder has the meaning specified therefor in Section 2.04 of this Agreement.
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Examples of Initiating Form S-3 Holder in a sentence

  • Notwithstanding anything in Section 3.1(e) to the contrary and for so long as the requirements set forth in Section 3.3(a) above are satisfied, any Initiating Form S-3 Holder or Holders may exercise an unlimited number of Form S-3 Demands.

  • Subject to the requirements set forth in Section 3.3(a), any Initiating Form S-3 Holder may exercise an unlimited number of Form S-3 Demands during the term of this Agreement; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 3.3 per any 12-month period.

  • The Individual/Entity shall pay a civil penalty in the amount of six hundred eighty dollars ($680.00) by September 28, 2022.

  • 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 Holder, whether or not the rules applicable to preparation of Form S-3 require the inclusion of such information.


More Definitions of Initiating Form S-3 Holder

Initiating Form S-3 Holder shall have the meaning set forth in Section 3.5.
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Related to Initiating Form S-3 Holder

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Demand Registration Notice has the meaning set forth in Section 2.1.

  • Requesting Holder shall have the meaning given in subsection 2.1.1.

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

  • Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on exercise of the warrants.

  • Shelf Takedown Notice shall have the meaning given in subsection 2.1.3.

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

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

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

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Registrable Shares means the shares of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants) issuable upon exercise of the Warrants and shares or securities issued as a result of stock split, stock dividend or reclassification of such shares.

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

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

  • Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

  • Initial Registrable Securities means (i) the Common Shares issued or issuable upon conversion of the Notes issued pursuant to the terms of the Securities Purchase Agreement, and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, or the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on conversion of the Notes.

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

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

  • Registrable Securities means (i) the Shares (if Common Stock) or all shares of Common Stock of the Company issuable or issued upon conversion of the Shares and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any stock referred to in (i).

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

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

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Demanding Holder shall have the meaning given in subsection 2.1.1.