Exceptions to Registration Sample Clauses
The "Exceptions to Registration" clause defines specific circumstances under which certain parties or activities are exempt from standard registration requirements. In practice, this clause might list particular types of transactions, entities, or situations—such as private placements, small offerings, or transactions with accredited investors—that do not need to comply with otherwise mandatory registration processes. Its core function is to streamline compliance by clearly outlining when registration is not necessary, thereby reducing administrative burdens and facilitating smoother operations for qualifying parties.
Exceptions to Registration. Notwithstanding any other provision of this Agreement, the Company shall not be required to register any of the Shares if and to the extent that the Holder may at such time dispose of all of such Shares pursuant to Rule 144 promulgated under the Securities Act, or pursuant to any currently effective registration statement previously filed by the Company.
Exceptions to Registration. (a) Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to take any action to effect or maintain the effectiveness of any registration pursuant to Section 2.1 or Section 2.2 hereof:
(i) During the period starting with the date thirty (30) days prior to the Company's estimated date of filing of, and ending on the ninetieth (90th) day immediately following the effective date of, any registration statement pertaining to equity securities of the Company (other than (i) a registration statement filed on Forms S-4, F-4 or S-8 (or any successor forms thereto) promulgated under the Securities Act, (ii) a registration of securities in a Rule 145 transaction, or (iii) a other registration statement filed in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates), provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective;
(ii) With respect to a registration pursuant to Section 2.2 only (and not Section 2.1), if the Company determines in good faith that the registration and distribution of Registrable Securities (or the use of the registration statement or related prospectus) resulting from a Demand Registration would require the Company to disclose publicly a pending Material Event; or
(iii) During the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the ninetieth (90th) day immediately following the effective date of, a registration statement pertaining to the initial public offering of the Company's Common Stock; provided that, during such period, the Company is actively and continuously employing good faith efforts to effect and consummate such initial public offering; and provided further that such period shall be extended for an additional period of up to sixty (60) days in the event that the underwriter for the Company's initial public offering reasonably determines that such an extension is necessary in order to successfully market the Common Stock offered in the initial public offering.
(b) If the Company delays the filing of any registration statement, the furnishing of any supplement for a planned public offering, or suspends the use of an effective registration statement, it shall so notify each Investor, indicating that the provisions of Section 2.3(a)(ii) or Section 2.3(a)(iii) hereof are applic...
Exceptions to Registration. Notwithstanding the foregoing provisions of Section 2(a), the Company shall not be obligated to effect a registration pursuant to Section 2(a) if the Company shall furnish to the Holder requesting a registration statement pursuant to this Section 2, a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed by reason of a material pending transaction or series of pending transactions and it is therefore necessary to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Holder; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period.
Exceptions to Registration. Notwithstanding anything contained herein to the contrary, the Company shall (i) have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether any written request for inclusion of such securities shall have already been made) to elect not to file any proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof and (ii) have no obligation under this Section to register the Registrable Securities if the Company receives an opinion of counsel that Rule 144 promulgated under the Securities Act is available to the Investor.
Exceptions to Registration. Notwithstanding anything in this Agreement -------------------------- to the contrary, the Company shall not be obligated to take any action to effect registration, qualification or compliance with respect to its Registrable Securities:
(i) in any jurisdiction that would require it to qualify generally to do business where it is not already so qualified;
(ii) that would subject it to taxation in a jurisdiction in which it is not already subject generally to taxation;
(iii) resulting in registering its securities in any jurisdiction outside the United States.