Exceptions to Registration Obligations. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two (2) such registrations; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3. A registration shall not be counted as “effected” for purposes of this Section 2.1 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration and forfeit their right to one demand registration pursuant to Section 2.6.
Exceptions to Registration Obligations. Notwithstanding the foregoing obligations, if Ruthigen furnishes to Oculus a certificate signed by Ruthigen’s chief executive officer stating that in the good faith judgment of Ruthigen’s board of directors it would be materially detrimental to Ruthigen and its stockholders for a registration statement requested pursuant to Section 2.2(d) or 2.3 either to be filed or to become effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving Ruthigen; (ii) require premature disclosure of material information that Ruthigen has a bona fide business purpose for preserving as confidential; or (iii) render Ruthigen unable to comply with requirements under the Securities Act or Exchange Act, then Ruthigen shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than thirty (30) calendar days after Oculus’ request; provided, however, that Ruthigen may not invoke this right more than once in any twelve (12) month period; and provided further that Ruthigen shall not register any securities for its own account or that of any other stockholder during such thirty (30) calendar day period, other than (i) a registration relating to the sale or issuance of securities to employees of Ruthigen pursuant to a stock option, stock purchase, or similar employee benefit plan or (ii) a registration relating to an SEC Rule 145 transaction.
Exceptions to Registration Obligations. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date that is one hundred eighty (180) days after the closing date of, a Company-initiated registration, provided that the Company gives notice to that effect to the Initiating Holders within thirty (30) days of receipt by the Company of the request of the Initiating Holders, and thereafter the Company is actively employing in good faith its commercially reasonable best efforts to cause such registration statement to become effective; (ii) after the Company has effected two (2) such registrations; or (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3. A registration shall not be counted as “effected” for purposes of this Section 2.1 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration and forfeit their right to one demand registration pursuant to Section 2.6.
Exceptions to Registration Obligations. The Company shall not -------------------------------------- be required to effect any registration of Shares pursuant to Section 5.2(a) or Section 5.2(b) hereof if either:
(i) it shall deliver to the selling Securityholders requesting such registration an opinion of counsel in form reasonably satisfactory to such selling Securityholder to the effect that all such Shares held by such selling Securityholder may be sold in the public market without registration under the Securities Act (e.g., --- pursuant to Rule 144) and any applicable state securities laws; or
(ii) it shall offer to purchase all the Shares sought by the selling Securityholder to be registered, at a purchase price per Share equal to the average, over the ten (10) trading days immediately after the selling Securityholder's request for Demand Registration or Piggyback Registration, of the average on each such trading day of the bid and ask price (or high and low sales price, if applicable) for a share of Common Stock of the Company on the exchange or quotation system upon which the Common Stock is traded or quoted.
Exceptions to Registration Obligations. Notwithstanding anything to the contrary stated in this Agreement, the Company shall not be obligated to honor a request from any holder of Registrable Securities to register all or any portion thereof if the Registrable Securities held by such holder and requested to be included in a registration statement pursuant to this Agreement are otherwise eligible for immediate sale by such holder under Rule 144(k) (or any similar rule then in effect) promulgated under the Securities Act.
Exceptions to Registration Obligations. The Company shall not be required to effect any registration of Shares pursuant to Section 1.1 or Section 1.2 hereof if it shall deliver to the Purchaser requesting such registration an opinion of counsel in a form reasonably satisfactory to such Purchaser to the effect that all such Shares held by such Purchaser may be sold in the public market pursuant to Rule 144(k) and without registration under the Securities Act and any applicable state securities laws.
Exceptions to Registration Obligations. The Company shall not be required to effect any registration of Shares pursuant to Section 1.1 or Section 1.2 hereof if either:
(a) it shall deliver to the Purchaser requesting such registration an opinion of counsel in form reasonably satisfactory to such Purchaser to the effect that all such Shares held by such Purchaser may be sold in the public market without registration under the Securities Act (e.g., pursuant to Rule 144) and any applicable state securities laws; or
(b) it shall offer to purchase all the Shares sought by the Purchaser to be registered, at a purchase price per Share equal to the average, over the ten (10) trading days immediately after the Purchaser's request for Demand Registration or Piggyback Registration, of the average on each such trading day of the bid and ask price (or high and low sales price, if applicable) for a share of Common Stock of the Company on the exchange or quotation system upon which the Common Stock is traded or quoted.
Exceptions to Registration Obligations. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on the date that is 180 days after the effective date of, a Company-initiated underwritten public offering, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two such registrations (one of which shall have an aggregate offering price of not less than $15,000,000 and the other of which shall have an aggregate offering price of not less than $30,000,000) or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3. A registration shall not be counted as “effected” for purposes of this Section 2.1 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration.
Exceptions to Registration Obligations. Holdings shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 10.1: (i) after Holdings shall effect one (1) such registration pursuant to this Section 10.1; or (ii) if Holdings furnishes to Investor a certificate signed by an executive officer of Holdings stating that, in the good-faith judgment of the Board of Directors of Holdings, it would be detrimental to Holdings for such registration to be effected at such time due to the existence of a material development involving Holdings that Holdings would be obligated to disclose in such registration statement, in which event Holdings shall have the right to defer the filing of the registration statement for a period of not more than ninety (90) days after receipt of the request of the Investor under this Section 10.1; provided, however, that Holdings shall not invoke this right more than once. A registration shall not be counted as “effected” for purposes of this Section 10.1 until such time as the applicable registration statement has been declared effective by the SEC, unless the Investor withdraws its request for such registration and forfeits its right to a demand registration pursuant to Section 10.1.
Exceptions to Registration Obligations. 6 1.5 Indemnity. ........................................ 6
