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 Holders of at least twenty-five percent (25%) of the 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 of at least $3.0 million (prior to deduction of Selling Expenses), 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 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 after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-3 Demand. If If, at any time after April 30, 2025 when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty-five thirty percent (2530%) of the 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 price, net of Selling Expenses, of at least $3.0 million (prior 7,500,000; provided, that, if at the time of such request, the only Holder is Sealbond, there shall be no threshold percent to deduction make such request and the anticipated aggregate offering price, net of Selling Expenses), must be at least $1,000,000, then the Company shall: shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating HoldersHolders (if any); and (ii) as soon as 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 covering the resale of all Registrable Securities that the Initiating Holders requested to be registered and and, if applicable, 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 fifteen (2015) days after of the date the Demand Notice is givengiven and, and in each case, subject to the limitations of Section Sections 2.1(c) 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 Holders of at least twenty-five ten percent (2510%) of the 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 price, net of Selling Expenses, of at least $3.0 million (prior to deduction of Selling Expenses)1,000,000, then the Company shall: shall (i) within ten (10) days after the date such request is givenreceived, give a notice thereof (the “S-3 Demand Notice Registration Initiation Notice”) to all Holders other than the Initiating Holders; and (ii) use its best efforts to, as soon as practicable, and in any event within forty-five sixty (4560) days after the date such request is given by received from the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating 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 after of the date the S-3 Demand Registration Initiation Notice is given, and in each case, subject to the limitations of set forth in Section 2.1(c) ), Section 2.1(d), 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 Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding at least fifty percent (50%) of the Registrable Securities of such Holders having an (or any lesser percentage if the anticipated aggregate offering price of at least $3.0 million (prior to deduction price, net of Selling Expenses, would exceed $15 million), then the Company shall: shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating HoldersHolders (including for purposes of this Section 2.1(b), solely for purposes of this clause (i), any EIP Holder and any SDWG Holder); 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 HoldersHolders (including for purposes of this Section 2.1(b), solely for purposes of this clause (ii), any EIP Holder and any SDWG Holder), as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, statement and the Company receives a request from Holders of at least twenty-five ten percent (2510%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $1.0 million) 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 price, net of Selling Expenses, of at least $3.0 million (prior to deduction of Selling Expenses)1.0 million, then the Company shall: 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 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 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) 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 Holders of at least twenty-five percent twenty (2520%) percent of the Registrable Securities (including the Holders of a majority of the Registrable Securities held by Major Investors) 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 price, net of Selling Expenses, of at least $3.0 million (prior to deduction of Selling Expenses)5 million, then the Company shall: 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 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) 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 Holders [of at least twenty[ten-five thirty] percent (25%) [10-30]%)]19 of the 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 price, net of Selling Expenses, of at least $3.0 million [three (prior to deduction of Selling Expenses3)- five (5)] million, then the Company shall: 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 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSections (c) and Section 2.3.

Form S-3 Demand. If at any time when it is eligible to use a registration statement on Form S-3 registration statement(“Form S-3”), the Company receives a request from Holders of at least twenty-five percent (25%) % of the then-outstanding Registrable Securities then outstanding that the Company file a Form S-3 (which may be an automatic shelf registration statement if the Company is a “well-known seasoned issuer”) with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $3.0 million (prior to deduction of Selling Expenses)5 million, then the Company shall: shall (ix) within ten (10) 10 days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; Holders and (iiy) as soon as practicable, and in any event within forty-five (45) 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 Holders to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c4.1(c) and Section 2.34.3.

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 Holders of at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding (with the Series B-1 Preferred Stock not subject to the Regulatory Voting Restriction for purposes of such request) 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 price, net of Selling Expenses, of at least $3.0 million (prior to deduction of Selling Expenses)3 million, then the Company shall: 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 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 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 Holders of at least twenty-five percent twenty (2520.0%) percent of the Registrable Securities (including the Holders of a majority of the Registrable Securities held by Major Investors) 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 price, net of Selling Expenses, of at least $3.0 million (prior to deduction of Selling Expenses)5.0 million, then the Company shall: 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 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) 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 PubCo receives a request from Holders of at least twenty-five ten percent (2510%) of the Registrable Securities then outstanding that the Company PubCo file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price proceeds, net of Selling Expenses, of at least seventy-five million US dollars ($3.0 million (prior to deduction of Selling Expenses75,000,000), then the Company shall: PubCo 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 (or a post-effective amendment or prospectus supplement to an existing Form S-3 registration statement) 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 PubCo within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cparagraphs b(i)(3) and Section 2.3b(iii) of this Agreement. Such Form S-3 registration statement may also cover any other securities of PubCo and other Holders of PubCo’s securities.

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 (i) Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders or (ii) the Strategic Investor (provided that the Strategic Investor then holds at least ten percent (10%) of Registrable Securities at the time of such request) that the Company file a Form S-3 registration statement with respect to at least seventy-five percent (75%) of the Registrable Securities then held by the Strategic Investor, in each case of (i) and (ii), having an anticipated aggregate offering price amount, net of Selling Expenses, of at least $3.0 million (prior to deduction of Selling Expenses)1 million, then the Company shall: shall (ix) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (iiy) 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) 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 any of: (i) Holders of at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding issued upon conversion of the Series C Preferred Stock, (ii) Holders of twenty percent (20%) of the Registrable Securities issued upon conversion of the Series D Preferred Stock, or (iii) Holders of twenty percent (20%) of the Registrable Securities issued upon conversion of the Existing 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 price, net of Selling Expenses, of at least $3.0 million (prior to deduction of Selling Expenses)3 million, then the Company shall: will (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 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) 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 (i) Holders of Registrable Securities issued or issuable upon conversion of the Series C Preferred Stock with an aggregate Original Issue Price of $500,000 or (ii) Holders of at least twenty-five percent (25%) 20% of the Registrable Securities 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 of at least $3.0 million (prior to deduction of Selling Expenses)Securities, then the Company shall: shall (ix) within ten (10) 10 days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (iiy) as soon as practicable, and in any event within forty-five (45) 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) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3; provided that any request made pursuant to 2.1(b)(ii) must be with respect to Registrable Securities having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 million.

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 Holders of at least twenty-five percent (25%) 30% of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement (or any successor form to Form S-3) or any similar registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price price, net of Selling Expenses, of at least $3.0 million (prior to deduction of Selling Expenses)10.0 million, then the Company shall: shall (i) within ten (10) days after the date such request is givendelivered, 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 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 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 after of the date the Demand Notice is givenreceived, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-3 Demand. If at any time when it after one hundred eighty (180) days after the effective date of the Merger and if at such time the Company is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty-five ten percent (2510%) of the Registrable Existing Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Existing Securities of such Holders having an anticipated aggregate offering price of at least $3.0 million (prior to deduction of Selling Expenses)5,000,000, then the Company shall: shall (i) within ten five (105) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) as soon promptly as practicable, reasonably practicable and in any event within forty-five sixty (4560) 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 Existing 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSubsections 3.1(b) and Section 2.33.3.

Form S-3 Demand. If If, at any time after September 1, 2025 when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty-five thirty percent (2530%) of the 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 price, net of Selling Expenses, of at least $3.0 million (prior 7,500,000; provided, that, if at the time of such request, the only Holders are Alterola and EMC2, there shall be no threshold percent to deduction make such request and the anticipated aggregate offering price, net of Selling Expenses), must be at least $1,000,000, then the Company shall: shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating HoldersHolders (if any); and (ii) as soon as 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 covering the resale of all Registrable Securities that the Initiating Holders requested to be registered and and, if applicable, 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 fifteen (2015) days after of the date the Demand Notice is givengiven and, and in each case, subject to the limitations of Section Sections 2.1(c) 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 Holders of at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding (which for purposes of this calculation shall exclude the Key Holder Registrable Securities) 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 price, net of Selling Expenses, of at least $3.0 million (prior to deduction of Selling Expenses)3 million, then the Company shall: 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 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 after the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c), 2.1(d) and Section 2.3.