Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If at any time after the date hereof, the Company receives a request from a Holder or Holders of Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (x) within two (2) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) 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-1 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 five (5) 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. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If at any time after the date hereof, the Company receives a request from a Holder or Holders of Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (x) within two (2) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders (if there are Holders of Registrable Securities other than the Initiating Holders); and (y) 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-1 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 five (5) 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. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If Subject to Section 2.1(c) below, at any time after the date hereofthat is one hundred eighty (180) days after the date of this Agreement, the Company receives a request from a Holder or Holders of Registrable Securities then outstanding may request (a “Demand Request”) that the Company file a Form S-1 registration statement with respect to any outstanding the SEC on Form S-1 or, if available, Form S-3 registering their Registrable Securities in an amount reasonably estimated to be not less than the Minimum Amount of such Holders having an anticipated aggregate offering price, net Registrable Securities and not more than the Maximum Amount of Selling Expenses, of at least $5 million, Securities. If the Company receives a Demand Request then the Company shall shall: (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) 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-1 registration statement or, if available, a Form S-3 registration statement under the Securities Act covering the lesser of the Maximum Amount of Securities or 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, but in any event no less than the Minimum Amount of Registrable Securities in the aggregate, as specified by notice given by each such Holder to the Company within five twenty (520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(cSections 2.1(b) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s To the extent the aggregate amount of Registrable Securities is effective and available for use requested to be included in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises by the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with and any other Holders exceeds the first sentence Maximum Amount of Section 2.1(b)(i)Securities, then the amount of Registrable Securities of each Holder to be included shall be reduced pro rata based on the holdings of each Holder.

Form S-1 Demand. If at any time after following the date hereofof the Prospectus for the IPO, the Company receives a request from a Holder either (i) the Lead B Investor or (ii) Holders of (individually or in the aggregate) the greater of 25% of the Registrable Securities or at least $50,000,000 of Registrable Securities then outstanding (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration), that the Company file or submit a Form S-1 registration statement with respect to any outstanding Registrable Securities of such Holders having having, an anticipated aggregate offering price, net of Selling Expenses, value of at least $5 million50,000,000 (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration), then the Company shall (x1) within two (2) three business days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y2) file or submit as soon as practicablepracticable thereafter and use commercially reasonable efforts to have such registration statement declared effective by the SEC within 60 days of such Demand Notice, and but in any no event within thirty (30) later than 90 days after the date such request Demand Notice is given by the Initiating HoldersCompany, file a Form S-1 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 five (5) business days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c) and Section 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If at any time after the earlier of (i) one year after the date of this Agreement or (ii) ninety (90) days after the effective date of the registration statement for the IPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereof, the Company receives a request from a Holder or Holders of at least seventy-five percent (75%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding at least seventy-five percent (75%) of the Registrable Securities of such Holders having an (or any lesser percentage if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5 15 million), then the Company shall (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating HoldersHolders (including for purposes of this Section 2.1(a), solely for purposes of this clause (x), any EIP Holder and any SDWG Holder); and (y) 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-1 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(a), solely for purposes of this clause (y), any EIP Holder and any SDWG Holder), as specified by notice given by each such Holder to the Company within five twenty (520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c) and Section 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If (i) at any time after the fourth (4th) anniversary of the date hereofof this Agreement, the Company receives a request from a Holder or Holders of at least thirty percent (30%) of the Registrable Securities then outstanding outstanding, that the Company file a Form S-1 registration statement with respect to any outstanding at least twenty percent (20%) of the Registrable Securities of such Holders then outstanding and having an anticipated aggregate offering price, net of Selling Expenses, which would exceed $20 million, or (ii) at any time or from time to time after one hundred eighty (180) days after the effective date of at least the registration statement for the IPO, the Company receives a request from Holders of Registrable Securities that the Company file a Form S-1 registration statement with respect to Registrable Securities having an expected aggregate offering price, net of Selling Expenses, which would exceed $5 million5,000,000, then the Company shall (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) 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-1 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 five twenty (520) 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. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If at any time after the earlier of (i) 5 years after the date hereofof this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from a Holder or Holders of at least a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding at least 50% of the Registrable Securities of such Holders having an then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5 15 million), then the Company shall (x) within two (2) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within thirty (30) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities (and if applicable, the class of which, whether A Ordinary Shares or Common Shares, to be determined by the Company in its reasonable discretion with the reasonable consultation of the Initiating Holders) that the Initiating Holders requested to be registered and any additional Registrable Securities (and if applicable, the class of which, whether A Ordinary Shares or Common Shares, to be determined by the Company in its reasonable discretion with the reasonable consultation of the Initiating Holders) requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five (5) 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. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If at any time after the date hereof, hereof the Company receives a request from a Holder or Holders of Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding from Investors holding a majority of the Registrable Securities then held by Investors proposing to sell (together with any Affiliates of such Holders having Investors that are also Holders) at least twenty percent (20%) of the Registrable Securities then held by all Investors (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20 million) requesting to sell Registrable Securities with an anticipated aggregate offering price, net of Selling Expensesunderwriting discounts and commissions, of at least $5 20 million, then the Company shall (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) specifying to all Holders other than the Initiating Holders (i) the Initiating Holders’ request, (ii) the aggregate number of Registrable Securities requested by the Initiating Holders to be registered and (iii) the intended method or methods of distribution in connection with such request to the extent then known (the “Demand Notice”); and (y) 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-1 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, in each case, in accordance with the intended method or methods of distribution specified by such Holders, as specified by notice given by each such Holder to the Company within five twenty (520) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)Subsection 2.5.

Form S-1 Demand. If (x) at any time after the earlier of (i) the date hereoffour (4) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from a Holder or Holders of at least 65% of the Registrable Securities then outstanding (the “Requisite Holders”) that the Company file a Form S-1 registration statement with respect to any outstanding at least forty percent (40%) of the Registrable Securities then outstanding or (y) at any time after the date of this Agreement, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding issued or issuable upon conversion of the Series E Preferred Stock that the Company file a Form S-1 registration statement with respect to such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 millionRegistrable Securities, then in each case the Company shall shall: (x1) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y2) as soon as practicable, and in any event within thirty sixty (3060) days after the date such request is given by the Initiating HoldersHolders under clause (x) above or one hundred twenty (120) days after the date such request is given by the Initiating Holders under clause (y) above, file a Form S-1 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 five twenty (520) 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. No Holder shall deliver an initiating ; provided, that in the event of a request by the Initiating Holders under this Section 2.1(aclause (y) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The above, the Company shall not use commercially reasonable efforts to cause such registration statement to be required declared effective no later than the date eighteen (18) months after the date hereof; provided, however, that this right to file request the filing of a Form S-1 registration statement under this Section 2.1(a) if it shall in no event be made available to any Holder that is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)Foreign Person.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date hereofof this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from a Holder the Parent, Holdings, the Berkshire Fund Members or Holders of Registrable Securities then outstanding the WB Fund Members that the Company file a Form S-1 registration statement with respect to any outstanding a number of the Registrable Securities of such Holders having an then outstanding for which the anticipated aggregate offering price, net of Selling Expenses, of at least price would exceed $5 100 million, then the Company shall (xi) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating HoldersHolders making such request; and (yii) as soon as practicable, and in any event within thirty sixty (3060) days after the date such request is given by (clauses (i) and (ii) together, the Initiating Holders“Time Limitations”), file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered in such request and any additional Registrable Securities requested to be included in such demand registration by any other Holders, as specified by notice given by each such Holder Holders pursuant to Section 2.1(b); provided that the foregoing Time Limitations shall be tolled immediately if the Company within five has delivered a Call Commencement Notice (5as defined in the Stockholders Agreement) days pursuant to Section 5.1 of the date Stockholders Agreement until such time as the Demand Company has either (i) delivered a Call Notice is given(as defined in the Stockholders Agreement) pursuant to Section 5.3 of the Stockholders Agreement, and in each case, subject to which case the limitations of Subsections 2.1(c) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this with respect to such Demand Notice, or (ii) failed to deliver a Call Notice within the twenty (20) day time period provided for in Section 2.1(a) if it is then eligible 5.3 of the Stockholders Agreement, in which case the Time Limitations will cease to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)be tolled immediately.

Form S-1 Demand. If at any time after 180 days after the date hereof, the of this Agreement Company receives a request from a Holder or Holders of at least 70% of the Registrable Securities then outstanding that the Company file a registration statement on Form S-1 or any such other form available for registration statement of the Registrable Securities with respect to any outstanding at least 10% of the Registrable Securities of such Holders having an then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5 10 million), then the Company shall (xi) within two (2) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within thirty (30) 75 days after the date such request is given by the Initiating HoldersHolders (the “Form S-1 Filing Deadline”), file a registration statement on Form S-1 or any such other form available for registration statement of the Registrable Securities 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 five (5) 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c), Section 2.1(d) and Section 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall use its commercially reasonable efforts to cause such registration statement to become effective as promptly thereafter as practicable, but in any event not be required to file a later than 120 days after the Form S-1 registration statement under this Section 2.1(aFiling Deadline if Company receives comments from the SEC (the “SEC Comments”) or 30 days after the Form S-1 Filing Deadline if it is then eligible to use Company does not receive SEC Comments (the “Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(iS-1 Effective Deadline”).

Form S-1 Demand. If at any time after the earlier of (i) three (3) years after the date hereofof this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from a Holder or Holders of at least a majority 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-1 registration statement with respect to any outstanding at least forty percent (40%) of the Registrable Securities of such Holders having an then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5 10 million), then the Company, if its Board of Directors determines it to be in the interests of the Company and its shareholders, shall (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) 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-1 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 five twenty (520) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. No Holder shall deliver an initiating ; provided, however, that this right to request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale the filing of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it shall in no event be made available to any Holder that is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)Foreign Person.

Form S-1 Demand. If at any time after the earlier of (i) one year after the date of this Agreement or (ii) ninety (90) days after the effective date of the registration statement for the IPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereof, the Company receives a request from a Holder or Holders of at least seventy-five percent (75%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding at least seventy-five percent (75%) of the Registrable Securities of such Holders having an (or any lesser percentage if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5 15 million), then the Company shall (x) within two ten (210) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating HoldersHolders (including for purposes of this Section 2.1(a), solely for purposes of this clause (x), any EIP Holder and any SDWG Holder); and (y) 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-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to requestedto 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(a), solely for purposes of this clause (y), any EIP Holder and any SDWG Holder), as specified by notice given by each such Holder to the Company within five twenty (520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c) and Section 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i).

Form S-1 Demand. If at any time after the earlier of (a) three (3) years after the date hereofof this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the Company’s first firm commitment underwritten public offering of its Common Stock under the Securities Act (“IPO”), the Company receives a request from holders of Registrable Securities (each a Holder or Holders “Holder” and together, the “Holders”) of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities of then outstanding (and the Registrable Securities subject to such Holders having request have an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million[ ]), then the Company shall (xi) within two ten (210) days after the date such request is given, give a notice thereof sent by the Company to the Holders specifying that a demand registration has been requested as provided in this Section 2.1 (the a “Demand Notice”) to all Holders other than the Holders who properly initiate a registration request under this Agreement (collectively, the “Initiating Holders”); and (yii) use commercially reasonable efforts to 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-1 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 five twenty (520) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(cSection 2.2(d) and 2.3. No Holder shall deliver an initiating request under this Section 2.1(a) at any time when a Shelf Registration Statement covering such Holder’s Registrable Securities is effective and available for use in connection with a resale of such Registrable Securities. The Company shall not be required to file a Form S-1 registration statement under this Section 2.1(a) if it is then eligible to use Form S-3 for secondary offerings of Registrable and it advises the Initiating Holders that it is preparing a Shelf Registration Statement in accordance with the first sentence of Section 2.1(b)(i)2.4.