Common use of Form S-3 Demand Clause in Contracts

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 one or more Holders holding, in the aggregate, at least 260,000 Registrable Securities (which number shall be adjusted to reflect any consolidation, sub-division, conversion or similar event affecting the Registrable Securities after the date hereof) then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) 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 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 Subsections 2.1(c) and 2.3.

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 one or more Holders holding, in the aggregate, of at least 260,000 Registrable Securities twenty percent (which number shall be adjusted to reflect any consolidation, sub-division, conversion or similar event affecting 20%) of the Registrable Securities after the date hereof) then outstanding (excluding all Series A Preferred Stock, Series A-2 Preferred Stock and any Common Stock issued or issuable upon conversion of Series A Preferred Stock and Series A-2 Preferred Stock) that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 5 million, then the Company shall (i) within ten (10) business days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) 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 Subsections 2.1(c), 2.1(d) and 2.3.

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 one or more Holders holding, in the aggregate, of at least 260,000 Registrable Securities (which number shall be adjusted to reflect any consolidation, sub-division, conversion or similar event affecting a majority of the Registrable Securities after then outstanding, two-thirds of the date hereof) shares Series A Preferred Stock then outstanding, two-thirds of the shares of Series B Preferred Stock then outstanding or two-thirds of the shares Series C Preferred Stock then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five ninety (4590) 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 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 Subsections Sections 2.1(c) and 2.3. The Company shall use its best efforts to cause such registration statement to become effective as soon as reasonably practicable following filing.

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 one or more Holders holding, in the aggregate, of at least 260,000 Registrable Securities twenty percent (which number shall be adjusted to reflect any consolidation, sub-division, conversion or similar event affecting 20%) of the Registrable Securities after the date hereof) then outstanding (excluding all Non-Voting Preferred Stock, and any Common Stock issued or issuable upon conversion of Non-Voting Preferred Stock) that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 5 million, then the Company shall (i) within ten (10) business days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) 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 Subsections 2.1(c), 2.1(d) and 2.3.

Form S-3 Demand. If at any time when it after one hundred eighty (180) days after the consummation of the Merger (i) the Company is eligible to use a Form S-3 registration statement, statement and (ii) the Company receives a request from one or more Holders holding, in the aggregate, of at least 260,000 Registrable Securities (which number shall be adjusted 1) with respect to reflect any consolidationthe first request pursuant to this Section 2.1(b), subtwelve and one-division, conversion or similar event affecting half percent (12.5%) of the Registrable Securities after then outstanding and (2) with respect each subsequent request pursuant to this Section 2.1(b), seven and one-half percent (7.5%) of the date hereof) Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least ten million dollars ($1 million10,000,000), then the Company shall (iA) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (iiB) as soon as reasonably practicable, and in any event within forty-five thirty (4530) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act, or any similar short-form registration which may be available to the Company under the Securities Act (including, without limitation, a post-effective amendment or prospectus supplement in respect thereof), covering all 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 ten (2010) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(cSection 2.1(f) and Section 2.3.

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 one or more Holders holding, in the aggregate, of at least 260,000 Registrable Securities twenty percent (which number shall be adjusted to reflect any consolidation, sub-division, conversion or similar event affecting 20%) of the Registrable Securities after the date hereof) then outstanding (excluding all Series A Preferred Stock and any Common Stock issued or issuable upon conversion of Series A Preferred Stock) that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 5 million, then the Company shall (i) within ten (10) business days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) 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 Subsections 2.1(c), 2.1(d) and 2.3.

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 one Holders (i) who are then deemed to be an “affiliate” (as such term is defined in Rule 405 of the Securities Act) of the Company or more Holders holding, in the aggregate, (ii) who hold at least 260,000 Registrable Securities twenty percent (which number shall be adjusted to reflect any consolidation, sub-division, conversion or similar event affecting 20%) of the Registrable Securities after the date hereof) then outstanding outstanding, that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 million5,000,000, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) 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 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 Subsections 2.1(c) and 2.3.