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 30% of the 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 outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $2 million, then the Company shall (i) within 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 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 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 If, at any time when it 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 Holders of at least 30% of the 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) 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 $2 3 million, then the Company shall (i) within 10 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 45 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 20 fifteen (15) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c3.2(c) and 2.33.4(a).

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 of holding, in the aggregate, at least 30% of 190,000 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 (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 outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $2 1 million, then the Company shall (i) within 10 ten (10) days after the date such request is given, give a written notice (a “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within 45 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 20 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 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 (ii) who hold at least 30% twenty percent (20%) of the 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) 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 $2 million5,000,000, then the Company shall (i) within 10 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 45 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 20 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 of holding, in the aggregate, at least 30% of 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 (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 outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $2 1 million, then the Company shall (i) within 10 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 45 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 20 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 Holders of at least 30% a majority of the Registrable Securities then outstanding (but excluding for outstanding, two-thirds of the specific purpose shares Series A Preferred Stock then outstanding, two-thirds of this voting threshold the shares of Common Series B Preferred Stock issued then outstanding or issuable solely as a result two-thirds of the provisions of Article Fourth Section B(4.11) of the Certificate of Incorporation) 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 $2 5 million, then the Company shall (i) within 10 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 45 ninety (90) 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 20 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 Holders of at least 30% twenty percent (20%) of the Registrable Securities then outstanding (but excluding for the specific purpose of this voting threshold shares of all Series A Preferred Stock and any Common Stock issued or issuable solely as a result upon conversion of the provisions of Article Fourth Section B(4.11) of the Certificate of IncorporationSeries 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 $2 5 million, then the Company shall (i) within 10 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 45 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 20 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.