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:
Sample 1

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).

  • 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").

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

  • 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • 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.

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

  • Form F-1 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

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

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

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

  • Registration Statement means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

  • New Registration Statement has the meaning set forth in Section 2(a).

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

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

  • Additional Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

  • Form N-2 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the Commission.

  • Resale Registration Statement means a registration statement under the Securities Act registering the Securities for resale pursuant to the terms of the Registration Rights Agreement.

  • Special Registration Statement means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.