Common use of Demand Procedure Clause in Contracts

Demand Procedure. Subject to the provisions of Section 2.1(a)(iii), at any time beginning three months after the Closing Date, a Holder shall have the right (the “Demand Right”), by written notice to the Company (a “Demand Notice”), to require the Company to register all or a portion of the Demand Registrable Securities held by such Holder under and in accordance with the provisions of the Securities Act (in each case, a “Demand Registration”); provided, however, that the Company shall have no obligation to register any Demand Registrable Securities under this Section 2.1(a): (A) except as otherwise provided in Section 2.1(a)(iv), if the Company is in the process of effecting a Demand Registration under this Section 2.1(a); or (B) if a Registration Statement filed pursuant to a Demand Notice is already effective which would permit the distribution sought in a new Demand Notice. The Company shall, within five Business Days after the date a Demand Notice is given, provide written notice of such request to all Holders of Demand Registrable Securities. As soon as practicable, but in any case subject to clauses (A) through (C) above, no later than 60 days following the receipt by the Company of the original Demand Notice, (i) the Company will file a Registration Statement on Form S-3 with the SEC (or, alternatively, amend the Company’s existing Registration Statement on Form S-3 (File No. 333-197345)) to register the resale of the issued and outstanding Demand Registrable Securities covered by the original Demand Notice and any additional Demand Registrable Securities requested to be included in such registration by any other Holders (as specified by such other Holders in a Demand Notice which shall be provided to the Company on or before 10 days after the date the Company’s written notice is given to such Holders), or (ii), if the Company is not then eligible to file a Registration Statement on Form S-3, the Company will instead file a Registration Statement on Form S-1 (or other applicable form) to effect the resale of such Demand Registrable Securities no later than 90 days following receipt of the original Demand Notice. The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as promptly as practicable after such filing.

Demand Procedure. Subject to the provisions of Section 2.1(a)(iii2.1(a)(ii), at any time beginning three months after on the date of expiration of the transfer restriction set forth in Section 6.3 of the Purchase Agreement, until the fifth (5th) annual anniversary of the Closing DateDate (the “Registration Term”), a Holder shall have the right (the “Demand Right”), by written notice to the Company (a “Demand Notice”), to require the Company to register all or a portion of the Demand Registrable Securities held by such Holder under and in accordance with the provisions of the Securities Act (in each case, a “Demand Registration”); provided, however, that the Company shall have no obligation to register any Demand Registrable Securities under this Section 2.1(a): (A) unless and until the Company receives Demand Notices demanding registration of Registrable Securities from the Holder or Holders of at least a majority of the then-outstanding Registrable Securities; (B) except as otherwise provided in Section 2.1(a)(iv2.1(a)(iii), if the Company is in the process of effecting a Demand Registration demand registration under this Section 2.1(a); (C) prior to the filing by the Company of a Current Report on Form 8-K, or amendment thereto, which includes the financial statements and pro forma financial information required under Item 9.01(a) and 9.01(b) of Form 8-K with respect to the acquisition contemplated by the Purchase Agreement; or (BD) if a Registration Statement filed pursuant to a Demand Notice is already effective which would permit the distribution sought in a new Demand Notice. The Company shall, within five (5) Business Days after the date a Demand Notice is given, provide written notice of such request to all Holders of Demand Registrable Securities. As soon as practicable, but in any case subject to clauses (A) through (CD) above, no later than 60 thirty (30) days following the receipt by the Company of the original Demand Notice, (i) the Company will file (i) an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S‑3ASR with the SEC, if the Company is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) eligible to file Form S-3ASR under the applicable rules and regulations of the SEC, or (ii) a Registration Statement on Form S-3 with the SEC (orSEC, alternatively, amend if the Company’s existing Registration Statement Company is not then eligible to file an automatic shelf registration statement on Form S-3 (File No. 333-197345)) S-3ASR under the applicable rules of the SEC, in either case with respect to register the resale of the issued and outstanding Demand Registrable Securities covered by the original Demand Notice and any additional Demand Registrable Securities requested to be included in such registration by any other Holders (Holders, as specified by such other Holders in a Demand Notice which shall be provided to the Company on or before 10 ten (10) days after the date the Company’s written notice Notice is given to such Holders); provided, or (ii)however, that if the Company is not then eligible to file a Registration Statement on Form S-3ASR or Form S-3, the Company will shall instead file a Registration Statement on Form S-1 (or other applicable form) to effect the resale of such Demand Registrable Securities no later than 90 sixty (60) days following receipt of the original Demand Notice. The Company will use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as promptly as practicable after such filing (except in the case of an automatic shelf registration statement on Form S-3ASR that is deemed effective upon filing). For the avoidance of doubt, in the event that the Demand Right described in this Section 2.1(a)(i) has been properly exercised in the accordance with the terms hereof on or before the end of the Registration Term, the Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC in accordance with the terms and conditions set forth herein notwithstanding the fact that effectiveness would occur after the Registration Term. The Company shall not be required to effect a Demand Registration more than five (5) times for the Holders as a group.