Common use of Exception to Registration Clause in Contracts

Exception to Registration. The Company shall not be required to ------------------------- effect a registration under this Article VII if (i) in the written opinion of counsel for the Company, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Registrable Securities, such Holders may sell without registration under the Act all Registrable Securities for which they requested registration under the provisions of the Act and in the manner and in the quantity in which the Registrable Securities were proposed to be sold, or (ii) the Company shall have obtained from the Commission a "no-action" letter to that effect; provided that this Section 7.10 shall not apply to sales made under Rule 144(k) or any successor rule promulgated by the Commission until after the effective date of the Company's initial registration of shares under the Act. Notwithstanding the foregoing, in no event shall the provisions of this Section 7.10 be construed to preclude a Holder of Registrable Securities from exercising rights under Section 7.3 for a period of three years after the effective date of the Company's initial registration of shares under the Act.

Exception to Registration. The Company shall not be required to ------------------------- effect a registration under this Article VII Agreement if (i) in the written opinion of counsel for the Company, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Registrable Securities, such Holders may sell without registration under the Act all Registrable Securities for which they requested registration under the provisions of the Act and in the manner and in the quantity in which the Registrable Securities were proposed to be sold, or (ii) the Company shall have obtained from the Commission a "no-action" letter to that effect; provided that this Section 7.10 10 shall not apply to sales made under Rule 144(k) or any successor rule promulgated by the Commission until after the effective date of the Company's initial registration of shares under the Act. Notwithstanding the foregoing, in no event shall the provisions of this Section 7.10 10 be construed to preclude a Holder of Registrable Securities from exercising rights under Section 7.3 3 for a period of three years after the effective date of the Company's initial registration of shares under the Act.

Exception to Registration. The Company shall not be required to ------------------------- effect a registration under this Article VII Agreement if (i) in the written opinion of counsel for the Company, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Registrable Securities, such Holders may sell without registration under the Act all Registrable Securities for which they requested registration under the provisions of the Act and in the manner and in the quantity in which the Registrable Securities were proposed to be sold, or (ii) the Company shall have obtained from the Commission a "no-action" letter to that effect; provided that this Section 7.10 10 shall not apply to sales made under Rule 144(k) or any successor rule promulgated by the Commission until after the effective date of the Company's initial registration of shares under the Act. Notwithstanding the foregoing, in no event shall the provisions of this Section 7.10 10 be construed to preclude a Holder of Registrable Securities from exercising rights under Section 7.3 3 for a period of three years after the effective date of the Company's initial registration of shares under the Act.

Exception to Registration. The Company shall not be required to ------------------------- effect a registration under this Article VII VIII if (i) in the written opinion of counsel for the Company, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Registrable Securities, such Holders may sell without registration under the 1933 Act all Registrable Securities for which they requested registration under the provisions of the 1933 Act and in the manner and in the quantity in which the Registrable Securities were proposed to be sold, or (ii) the Company shall have obtained from the Commission a "no-action" letter to that effect; provided that this Section 7.10 8.10 shall not apply to sales made under Rule 144(k) or any successor rule promulgated by the Commission until after the effective date of the Company's initial registration of shares under the 1933 Act. Notwithstanding the foregoing, in no event shall the provisions of this Section 7.10 8.10 be construed to preclude a Holder of Registrable Securities from exercising rights under Section 7.3 9.3 for a period of three years after the effective date of the Company's initial registration of shares under the 1933 Act.

Exception to Registration. The Company shall not be required to ------------------------- effect a registration under this Article VII Agreement if (i) in the written opinion of counsel for the Company, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Registrable Securities, such Holders may sell without registration under the Securities Act all the Registrable Securities for which they requested registration under the provisions of the Securities Act and in the manner and in the quantity in which the Registrable Securities were proposed to be sold, or (ii) the Company shall have obtained from the Commission a "no-action" letter to that effect; provided that this Section 7.10 10 shall not apply to sales made under Rule 144(k) or any successor rule promulgated by the Commission until after the effective date of the Company's initial registration of shares under the Securities Act. Notwithstanding the foregoing, in no event shall the provisions of this Section 7.10 10 be construed to preclude a Holder of Registrable Securities from exercising rights under Section 7.3 5 for a period of three two (2) years after the effective date of the Company's initial registration of shares under the Securities Act.

Exception to Registration. The Company shall not be required to ------------------------- effect a registration under this Article VII if (i) in the written opinion of counsel for the Company, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Registrable Securities, such Holders may sell without registration under the Act all Registrable Securities for which they requested registration under the provisions of the Act and in the manner and in the quantity in which the Registrable Securities were proposed to be sold, or (ii) the Company shall have obtained from the Commission a "no-no action" letter to that effect; provided that this Section 7.10 7.11 shall not apply to sales made under Rule 144(k) or any successor rule promulgated by the Commission until after the effective date of the Company's initial registration of shares under the Act. Notwithstanding the foregoing, in no event shall the provisions of this Section 7.10 7.11 be construed to preclude a Holder of Registrable Securities from exercising rights under Section 7.3 for a period of three years after the effective date of the Company's initial registration of shares under the Act.

Exception to Registration. The Company shall not be required to ------------------------- effect a registration under this Article VII Section 8 if (i) in the written opinion of counsel for the Company, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Registrable SecuritiesHolders, such Holders may sell without registration under the Securities Act all the Registrable Securities for which they requested registration under the provisions of the Securities Act and in the manner and in the quantity in which the Registrable Securities were proposed to be sold, or (ii) the Company shall have obtained from the Commission a "no-action" letter to that effect; provided that this Section 7.10 subsection (j) shall not apply to sales made under Rule 144(k) or any successor rule promulgated by the Commission until after the effective date of the Company's initial registration of shares under the Securities Act. Notwithstanding the foregoing, in no event shall the provisions of this Section 7.10 subsection (j) be construed to preclude a Holder of Registrable Securities from exercising rights under this Section 7.3 8 for a period of three six (6) years after the effective date of the Company's initial registration of shares under the Securities Act.

Exception to Registration. The Company shall not be required -------------------------- to ------------------------- effect a registration under this Article VII Agreement of Registrable Securities or Other Registrable Securities if (i) and to the extent in the written opinion of counsel for the Company, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Registrable Securities or Other Registrable Securities, as applicable, or pursuant to no-action letter obtained by the Company from the Commission, such Holders Holder may sell without registration under the Act all Registrable Securities or Other Registrable Securities for which they it requested registration (a) under the provisions of the Act and Act; or (b) in the manner and relevant three month period in accordance with the quantity volume limitations of Rule 144; and/or (c) in which the Registrable Securities were proposed to be soldaccordance with Rule 144A; provided, or (ii) the Company shall have obtained from the Commission a "no-action" letter to that effect; provided -------- however, that this Section 7.10 11 shall not apply to sales made under Rule 144(k) or ------- any successor rule promulgated by the Commission until after the effective date of the Company's initial first registration of shares under the Act. Notwithstanding Act filed by the foregoing, in no event shall Company for an offering of its securities to the provisions of this Section 7.10 be construed to preclude a Holder of Registrable Securities from exercising rights under Section 7.3 for a period of three years after the effective date of the Company's initial registration of shares under the Actpublic.

Exception to Registration. The Company shall not be required to ------------------------- effect a demand registration under pursuant to Section 2 of this Article VII Agreement if (i) in the written opinion of counsel for the Company, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Registrable Securities, such Holders may sell without registration under the Act all Registrable Securities for which they requested registration under the provisions of the Act and in the manner and in the quantity in which the Registrable Securities were proposed to be sold, or (ii) the Company shall have obtained from the Commission a "no-action" letter to that effect; provided that this Section 7.10 10 shall not apply to sales made under Rule 144(k) or any successor rule promulgated by the Commission until after the effective date of the Company's initial registration of shares under the Act. Notwithstanding the foregoing, in no event shall the provisions of this Section 7.10 10 be construed to preclude a Holder of Registrable Securities from exercising rights under Section 7.3 3 for a period of three years after the effective date of the Company's initial registration of shares under the Act.