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, F-3 or S-10 registration statement, the Company receives a request from Holders of Registrable Securities then outstanding that the Company file a Form S-3, F-3 or S-10 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, F-3 or S-10 registration statement under the Securities Act (and any related qualification or compliance documents or information) 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 Subsection 2.1(d), Subsection 2.1(f) and Subsection 2.3.

Form S-3 Demand. If at any time when it is eligible to use a Form S-3, F-3 or S-10 S-3 registration statement, the Company receives a request from Holders that, in the aggregate, hold at least 5% of Registrable Securities the Company’s then outstanding shares of Common Stock that the Company file a Form S-3, F-3 or S-10 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 million400,000, 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) 45 days after the date such request is given by the Initiating Holders, file a Form S-3, F-3 or S-10 S-3 registration statement under the Securities Act (covering all Registrable Securities that the Initiating Holders requested to be registered and any related qualification or compliance documents or information) covering all 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 of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.1(d), Subsection 2.1(fSection 2.1(c) and Subsection (d) and Section 2.3.

Form S-3 Demand. If at any time when it the Company is eligible to use a Form S-3, F-3 or S-10 S-3 registration statement, the Company receives a request from Holders of Registrable Securities then outstanding a Demanding Holder that the Company file a Form S-3, F-3 or S-10 S-3 registration statement (including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act providing for an offering to be made on a continuous basis if so requested) with respect to any or all of the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 millionHolders, 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) use reasonable best efforts to 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, F-3 or S-10 S-3 registration statement under the Securities Act (and any related qualification or compliance documents or information) 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 Subsection 2.1(d), Subsection 2.1(f) Section 2.1.3 and Subsection Section 2.3.

Form S-3 Demand. If at any time when it is eligible to use a Form S-3, F-3 or S-10 S-3 registration statement, the Company receives a request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a Form S-3, F-3 or S-10 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 million (the “S-3 Initiating 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 S-3 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 S-3 Initiating Holders, file a Form S-3, F-3 or S-10 S-3 registration statement under the Securities Act (and any related qualification or compliance documents or information) 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 Subsection 2.1(d), Subsection 2.1(fSection 2.1(c) and Subsection Section 2.3.

Form S-3 Demand. If at any time when it is eligible to use a Form S-3, F-3 or S-10 S-3 registration statement, the Company receives a request from one or more Holders of at least twenty percent (20%) of Registrable Securities then outstanding that the Company file a Form S-3, F-3 or S-10 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 3 million, 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) use commercially reasonable efforts to 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, F-3 or S-10 S-3 registration statement under the Securities Act (and any related qualification or compliance documents or information) 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 Subsection 2.1(d), Subsection 2.1(f) Section 3.1.3 and Subsection 2.3Section 3.3. Registrations effected pursuant to this Section 3.1.2 shall not be counted as requests for registration effected pursuant to Section 3.1.1.

Form S-3 Demand. If at any time when it is eligible to use a Form S-3, F-3 or S-10 S-3 registration statement, the Company receives a request from any Holder or Holders of at least ten percent (10%) of the Registrable Securities then outstanding a request that the Company file a Form S-3, F-3 or S-10 S-3 registration statement with respect to outstanding Registrable Securities of such Holder or Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 million1,000,000, 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, F-3 or S-10 S-3 registration statement under the Securities Act (covering all Registrable Securities that the Initiating Holders requested to be registered and any related qualification or compliance documents or information) covering all 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 Subsection 2.1(d), Subsection 2.1(fSection 2.1(c) and Subsection Section 2.3.

Form S-3 Demand. If at any time when it is eligible to use a Form S-3, F-3 or S-10 S-3 registration statement, the Company receives a request from one or more Holders of at least a majority of the Registrable Securities then outstanding that the Company file a Form S-3, F-3 or S-10 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 Seven Million Dollars ($1 million7,000,000), 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) use commercially reasonable efforts to 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, F-3 or S-10 S-3 registration statement under the Securities Act (and any related qualification or compliance documents or information) 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 Subsection 2.1(d), Subsection 2.1(f) Section 3.1.3 and Subsection 2.3Section 3.3.