Common use of Form S-3 Demand Clause in Contracts

Form S-3 Demand. If, at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from the Initiating Holder that the Company file a Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 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 thirty (30) 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 fifteen (15) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c) and 3.4(a).

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) statement the Company receives a request from Holders of the Initiating Holder Registrable Securities issued or issuable upon the conversion of Series A Preferred Stock or Series B Preferred Stock then outstanding that the Company file a Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 million2,000,000, 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 thirty forty-five (3045) 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 fifteen twenty (1520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(cSection 2.1(c) and 3.4(aSection 2.3. The Company is obligated to effect only two (2) such registrations in any twelve (12) month period pursuant to this Section 2.1(b).

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from Holders of at least 30% of the Initiating Holder Registrable Securities then outstanding (but excluding for the specific purpose of this voting threshold shares of Common Stock issued or issuable solely as a result of the provisions of Article Fourth Section B(4.11) of the Certificate of Incorporation) that the Company file a Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 2 million, then the Company shall (i) 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 (ii) as soon as practicable, and in any event within thirty (30) 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 fifteen (15) 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c2.1(c) and 3.4(a)2.3.

Form S-3 Demand. IfSubject to Section (c), if at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from at least 15% of the Initiating Holder Registrable Securities held by Investors that the Company file a Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 millionSecurities, then the Company 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 thirty (30) 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 fifteen twenty (1520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c) and 3.4(aSection 2.4. If the Company is a WKSI at the time of any request for Registration in this Section (b), such Form S-3 shall be an automatic shelf registration statement.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from Holders of at least 75% of the Initiating Holder Registrable Securities issued on the date hereof that the Company file a Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 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 thirty forty-five (3045) 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 fifteen twenty (1520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c2.2(c) and 3.4(a)2.3, provided however, the amount of Registrable Securities to be included in the Form S-3 shall not exceed the amount permitted to be registered under the Securities Act.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from Holders of at least a majority of the Initiating Holder Registrable Securities then outstanding, two-thirds of the 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 the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 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 thirty ninety (3090) 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 fifteen twenty (1520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(cSections 2.1(c) and 3.4(a)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, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from one or more Holders representing at least 25% of the Initiating Holder Registrable Securities then outstanding (with the Series D-1 Preferred Stock not being subject to the Regulatory Voting Restriction for this purpose) that the Company file a Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 1.0 million, then the Company shall (ia) 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 (iib) use commercially reasonable efforts to as soon as practicable, and in any event within thirty (30) 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 fifteen (15) 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c) Section 3.1.3 and 3.4(a)Section 3.3.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from one or more Holders holding, in the Initiating Holder 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 the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 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 thirty forty-five (3045) 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 fifteen twenty (1520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c2.1(c) and 3.4(a)2.3.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from Holders of at least [ten-thirty] percent ([10-30]%) of the Initiating Holder Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 [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 thirty [forty-five (30) 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 fifteen [twenty (15) 20)] days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(cSection 2.1(c) and 3.4(a)Section 2.3.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from Holders of at least [ten-thirty] percent ([10-30]%) of the Initiating Holder Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 [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 thirty [forty-five (30) 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 fifteen [twenty (15) 20)] days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c) Subsection 2.13 and 3.4(a)Subsection 2.3.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from Holders of at least twenty percent (20%) of the Initiating Holder Registrable Securities 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 the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 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 thirty forty-five (3045) 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 fifteen twenty (1520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c2.1(c), 2.1(d) and 3.4(a)2.3.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from Holders (i) who are then deemed to be an “affiliate” (as such term is defined in Rule 405 of the Initiating Holder Securities Act) of the Company or (ii) who hold at least twenty percent (20%) of the Registrable Securities then outstanding, that the Company file a Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 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 thirty forty-five (3045) 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 fifteen twenty (1520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c2.1(c) and 3.4(a)2.3.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a written request from Holders of at least ten percent (10%) of the Initiating Holder Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to at least ten percent (10%) of the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least five million dollars ($3 million5,000,000), then the Company shall (i) within ten (10) days after the date such written request is given, give a written notice (the “S-3 Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within thirty forty-five (3045) days after the date such written 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 written notice given by each such Holder to the Company within fifteen twenty (1520) days of the date the S-3 Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(cSections 2.1(c) and 3.4(a)2.3.

Form S-3 Demand. If, If at any time after one hundred eighty (180) days after the Filing Deadline and prior to the expiration consummation of the Effectiveness Period, Merger (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (yi) the Company is eligible to use a Form S-3 registration statement, statement and (zii) the Company receives a request from Holders of at least (1) with respect to the Initiating Holder first request pursuant to this Section 2.1(b), twelve and one-half percent (12.5%) of the Registrable Securities 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 Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least ten million dollars ($3 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 thirty (30) 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 fifteen ten (1510) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(cSection 2.1(f) and 3.4(a)Section 2.3.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from Holders (other than Key Holders) of at least thirty percent (30%) of the Initiating Registrable Securities (excluding the Key Holder Registrable Securities) then outstanding that the Company file a Form S-3 registration statement (including a Shelf Registration) with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least twenty-five million dollars ($3 million25,000,000), then the Company 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 to all Perpetual Preferred Holders; and (iiy) as soon as practicable, and in any event within thirty sixty (3060) 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 (or Perpetual Preferred Holders), as specified by notice given by each such Holder to the Company within fifteen twenty (1520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(cSections 2.1(e), 2.1(f) and 3.4(a)2.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration or termination of the Effectiveness PeriodOffering Registration Statement(s), (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from Holders of at least twenty percent (20%) of the Initiating Holder Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net (which may be offered on a delayed or continuous basis pursuant to Rule 415 of Selling Expenses, of at least $3 millionthe Securities Act if requested by such Holders), 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 thirty forty-five (3045) 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 fifteen ten (1510) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(cSections 2.1(c) and 3.4(a)2.3.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from Holders of at least twenty percent (20%) of the Initiating Holder Registrable Securities 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 the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 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 thirty forty-five (3045) 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 fifteen twenty (1520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c2.1(c), 2.1(d) and 3.4(a)2.3.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statementS-3, and (z) the Company receives a request from either (i) the Initiating Holder ECP Holders, (ii) the GSO Holders, (iii) the Quantum Holders or (iv) other Holders of at least thirty percent (30%) of the Other Registrable Securities then outstanding that the Company file a Registration Statement, including a shelf registration statement, and if the Company is a WKSI, an automatic shelf registration statement, on Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 millionHolders, then the Company shall (i1) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii2) as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holders, file a Registration Statement on 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 fifteen ten (1510) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c2.1(c) and 3.4(a)2.3.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statementS-3, and (z) the Company receives a request from either (i) the Initiating Holder ECP Holders, (ii) the EIG Holders, (iii) the Quantum Holders or (iv) other Holders of at least thirty percent (30%) of the Other Registrable Securities then outstanding that the Company file a Registration Statement, including a shelf registration statement, and if the Company is a WKSI, an automatic shelf registration statement, on Form S-3 registration statement with respect to the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 millionHolders, then the Company shall (i1) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii2) as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holders, file a Registration Statement on 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 fifteen ten (1510) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c2.1(c) and 3.4(a)2.3.

Form S-3 Demand. If, If at any time after the Filing Deadline and prior to the expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company when it is eligible to use a Form S-3 registration statement, and (z) the Company receives a request from Holders of at least twenty percent (20%) of the Initiating Holder Registrable Securities 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 the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 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 thirty forty-five (3045) 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 fifteen twenty (1520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 3.2(c2.1(c), 2.1(d) and 3.4(a)2.3.