Common use of Demand Procedure Clause in Contracts

Demand Procedure. So long as any Registrable Securities remain outstanding (the “Registration Term”), Buyer shall have the right (the “Demand Right”), by written notice to the Company (a “Demand Notice”), to require the Company to register all or a portion of the Registrable Securities held by Buyer under and in accordance with the provisions of the Securities Act (a “Demand Registration”). The Company shall, within five (5) Business Days after the date the Demand Notice is given, provide written notice of such request to all Holders of Registrable Securities. As soon as practicable, but in any case no later than forty-five (45) days following the receipt by the Company of the original Demand Notice, the Company will file (i) an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S‑3ASR with the SEC, if the Company is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) eligible to file Form S-3ASR under the applicable rules and regulations of the SEC, or (ii) a Registration Statement on Form S-3 with the SEC, if the Company is not then eligible to file an automatic shelf registration statement on Form S-3ASR under the applicable rules of the SEC, in either case with respect to resale of the issued and outstanding Registrable Securities covered by the original Demand Notice and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by such other Holders in a Demand Notice which shall be provided to the Company on or before ten (10) days after the date the Company’s Notice is given to such Holders; provided, however, that if the Company is not then eligible to file a Registration Statement on Form S-3ASR or Form S-3, the Company shall instead file a Registration Statement on Form S-1 (or other applicable form) no later than sixty (60) days following receipt of the original Demand Notice. The Company will use commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as promptly as practicable after such filing (except in the case of an automatic shelf registration statement on Form S-3ASR that is deemed effective upon filing).The Company shall not be required to effect more than one (1) Demand Registration for all the Holders as a group; except that the Company shall effect additional Demand Registrations as necessary to register under a Registration Statement all Registrable Securities excluded or withdrawn from the initial Demand Registration by the Managing Underwriter (if any) pursuant to the last sentence of Section 2.1.3.

Demand Procedure. So long as any Registrable Securities remain outstanding (the “Registration Term”), Buyer Investors shall have the right (the “Demand Right”), by written notice to the Company (a “Demand Notice”), to require the Company to register all or a portion of the Registrable Securities held by Buyer the Investors under and in accordance with the provisions of the Securities Act (a “Demand Registration”), provided that the Company shall not be required to make a Demand Registration for an amount of Registrable Securities less than $5,000,000 as measured by Purchase Price (as defined in the Purchase Agreement) of such Registrable Securities. The Company shall, within five two (52) Business Days after the date the Demand Notice is given, provide written notice of such request to all Holders of Registrable Securities. As soon as practicable, but in any case no later than forty-five thirty (4530) days following the receipt by the Company of the original Demand Notice, the Company will file (i) an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S‑3ASR S-3ASR with the SEC, if the Company is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) eligible to file Form S-3ASR under the applicable rules and regulations of the SEC, or (ii) a Registration Statement on Form S-3 with the SEC, if the Company is not then eligible to file an automatic shelf registration statement on Form S-3ASR under the applicable rules of the SEC, in either case with respect to resale of the issued and outstanding Registrable Securities covered by the original Demand Notice and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by such other Holders in a Demand Notice which shall be provided to the Company on or before ten (10) days after the date the Company’s Notice is given to such Holders; provided, however, that if the Company is not then eligible to file a Registration Statement on Form S-3ASR or Form S-3, the Company shall instead file a Registration Statement on Form S-1 (or other applicable form) no later than sixty forty five (6045) days following receipt of the original Demand Notice. The Company will use commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as promptly as practicable after such filing (except in the case of an automatic shelf registration statement on Form S-3ASR that is deemed effective upon filing).The Company shall not be required to effect more than one three (13) Demand Registration Registrations for all the Holders as a group; except that the Company shall effect additional Demand Registrations as necessary to register under a Registration Statement all Registrable Securities excluded or withdrawn from the initial Demand Registration by the Managing Underwriter (if any) pursuant to the last sentence of Section 2.1.3.

Demand Procedure. So long as any Registrable Securities remain outstanding (Subject to the “Registration Term”provisions of Section 2.1(a)(ii), Buyer at any time beginning 320 days after the Closing Date, until the tenth (10th) anniversary of the Closing, a Holder shall have the right (the “Demand Right”), by written notice to the Company (a “Demand Notice”), to require the Company to register all or a portion of the such Registrable Securities held by Buyer such Holder under and in accordance with the provisions of the Securities Act (a “Demand Registration”); provided, however, that the Company shall have no obligation to register any Registrable Securities under this Section 2.1(a): (A) unless and until the Company receives Demand Notices demanding registration of Registrable Securities from the Holders of at least a majority of the Registrable Securities issued and outstanding; or (B) except as otherwise provided in Section 2.1(a)(iii), if the Company has previously effected or is in the process of effecting a demand registration under this Section 2.1(a). The Company shall, within five ten (510) Business Days days after the date the such Demand Notice is given, provide written notice of such request to all Holders of Registrable Securities. As soon as practicable, but and in any case event, no later than forty-five (45) days following the receipt by the Company of the original Demand Notice, the Company will file (i) an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S‑3ASR with the SEC, if the Company is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) eligible to file Form S-3ASR under the applicable rules and regulations of the SEC, or (ii) a Registration Statement on Form S-3 with the SEC, if the Company is not then eligible to file an automatic shelf registration statement on Form S-3ASR under the applicable rules of the SEC, in either case SEC with respect to resale of the issued and outstanding Registrable Securities covered by the original Demand Notice and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by such other Holders in a Demand Notice which shall be provided to the Company on or before ten (10) days after the date the Company’s Notice is given to such Holders; provided, however, that if the Company is not then eligible to file a such Registration Statement on Form S-3ASR or Form S-3, the Company shall instead file a Registration Statement on Form S-1 (or other applicable form) no later than sixty ninety (6090) days following receipt of the original Demand Notice. The Company will use commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as promptly as practicable after such filing (except in the case of an automatic shelf registration statement on Form S-3ASR that is deemed effective upon filing).The Company shall not be required to effect more than one (1) Demand Registration for all the Holders as a group; except that the Company shall effect additional Demand Registrations as necessary to register under a Registration Statement all Registrable Securities excluded or withdrawn from the initial Demand Registration by the Managing Underwriter (if any) pursuant to the last sentence of Section 2.1.3filing.

Demand Procedure. So long as any Registrable Securities remain outstanding (Subject to the “Registration Term”provisions of Section 2.1(a)(iii), Buyer at any time beginning three months after the Closing Date, a Holder shall have the right (the “Demand Right”), by written notice to the Company (a “Demand Notice”), to require the Company to register all or a portion of the Demand Registrable Securities held by Buyer such Holder under and in accordance with the provisions of the Securities Act (in each case, a “Demand Registration”); provided, however, that the Company shall have no obligation to register any Demand Registrable Securities under this Section 2.1(a): (A) except as otherwise provided in Section 2.1(a)(iv), if the Company is in the process of effecting a Demand Registration under this Section 2.1(a); or (B) if a Registration Statement filed pursuant to a Demand Notice is already effective which would permit the distribution sought in a new Demand Notice. The Company shall, within five (5) Business Days after the date the a Demand Notice is given, provide written notice of such request to all Holders of Demand Registrable Securities. As soon as practicable, but in any case subject to clauses (A) through (C) above, no later than forty-five (45) 60 days following the receipt by the Company of the original Demand Notice, (i) the Company will file (i) an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S‑3ASR with the SEC, if the Company is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) eligible to file Form S-3ASR under the applicable rules and regulations of the SEC, or (ii) a Registration Statement on Form S-3 with the SECSEC (or, if alternatively, amend the Company is not then eligible to file an automatic shelf registration statement Company’s existing Registration Statement on Form S-3ASR under S-3 (File No. 333-197345)) to register the applicable rules of the SEC, in either case with respect to resale of the issued and outstanding Demand Registrable Securities covered by the original Demand Notice and any additional Demand Registrable Securities requested to be included in such registration by any other Holders, Holders (as specified by such other Holders in a Demand Notice which shall be provided to the Company on or before ten (10) 10 days after the date the Company’s Notice written notice is given to such Holders; provided), howeveror (ii), that if the Company is not then eligible to file a Registration Statement on Form S-3ASR or Form S-3, the Company shall will instead file a Registration Statement on Form S-1 (or other applicable form) to effect the resale of such Demand Registrable Securities no later than sixty (60) 90 days following receipt of the original Demand Notice. The Company will use commercially its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as promptly as practicable after such filing (except in the case of an automatic shelf registration statement on Form S-3ASR that is deemed effective upon filing).The Company shall not be required to effect more than one (1) Demand Registration for all the Holders as a group; except that the Company shall effect additional Demand Registrations as necessary to register under a Registration Statement all Registrable Securities excluded or withdrawn from the initial Demand Registration by the Managing Underwriter (if any) pursuant to the last sentence of Section 2.1.3filing.

Demand Procedure. So long as Subject to the provisions of Section 2.1(a)(ii), at any Registrable Securities remain outstanding time beginning on the date of expiration of the transfer restriction set forth in Section 6.3 of the Purchase Agreement, until the fifth (5th) annual anniversary of the Closing Date (the “Registration Term”), Buyer a Holder shall have the right (the “Demand Right”), by written notice to the Company (a “Demand Notice”), to require the Company to register all or a portion of the Registrable Securities held by Buyer such Holder under and in accordance with the provisions of the Securities Act (in each case, a “Demand Registration”); provided, however, that the Company shall have no obligation to register any Registrable Securities under this Section 2.1(a): (A) unless and until the Company receives Demand Notices demanding registration of Registrable Securities from the Holder or Holders of at least a majority of the then-outstanding Registrable Securities; (B) except as otherwise provided in Section 2.1(a)(iii), if the Company is in the process of effecting a demand registration under this Section 2.1(a); (C) prior to the filing by the Company of a Current Report on Form 8-K, or amendment thereto, which includes the financial statements and pro forma financial information required under Item 9.01(a) and 9.01(b) of Form 8-K with respect to the acquisition contemplated by the Purchase Agreement; or (D) if a Registration Statement filed pursuant to a Demand Notice is already effective which would permit the distribution sought in a new Demand Notice. The Company shall, within five (5) Business Days after the date the a Demand Notice is given, provide written notice of such request to all Holders of Registrable Securities. As soon as practicable, but in any case subject to clauses (A) through (D) above, no later than forty-five thirty (4530) days following the receipt by the Company of the original Demand Notice, the Company will file (i) an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S‑3ASR with the SEC, if the Company is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) eligible to file Form S-3ASR under the applicable rules and regulations of the SEC, or (ii) a Registration Statement on Form S-3 with the SEC, if the Company is not then eligible to file an automatic shelf registration statement on Form S-3ASR under the applicable rules of the SEC, in either case with respect to resale of the issued and outstanding Registrable Securities covered by the original Demand Notice and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by such other Holders in a Demand Notice which shall be provided to the Company on or before ten (10) days after the date the Company’s Notice is given to such Holders; provided, however, that if the Company is not then eligible to file a Registration Statement on Form Exhibit 2.5(e) Registration Rights Agreement S-3ASR or Form S-3, the Company shall instead file a Registration Statement on Form S-1 (or other applicable form) no later than sixty (60) days following receipt of the original Demand Notice. The Company will use commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as promptly as practicable after such filing (except in the case of an automatic shelf registration statement on Form S-3ASR that is deemed effective upon filing).The filing). For the avoidance of doubt, in the event that the Demand Right described in this Section 2.1(a)(i) has been properly exercised in the accordance with the terms hereof on or before the end of the Registration Term, the Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC in accordance with the terms and conditions set forth herein notwithstanding the fact that effectiveness would occur after the Registration Term. The Company shall not be required to effect a Demand Registration more than one five (15) Demand Registration times for all the Holders as a group; except that the Company shall effect additional Demand Registrations as necessary to register under a Registration Statement all Registrable Securities excluded or withdrawn from the initial Demand Registration by the Managing Underwriter (if any) pursuant to the last sentence of Section 2.1.3.