Exceptions to Registration Obligations Sample Clauses

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.
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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.
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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.
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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:
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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.
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Exceptions to Registration Obligations. The Company, however, shall not be required to effect any registration of Shares pursuant to Section 6.1(a) or Section 6.1(b) hereof if it shall deliver to the selling Securityholders requesting such registration an opinion of counsel 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 pursuant to Rule 144(k) and without registration under the Securities Act and any applicable state securities laws.
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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.
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Exceptions to Registration Obligations. 6 1.5 Indemnity. ........................................ 6
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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.
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Related to Exceptions to Registration Obligations

  • Registration Obligations The Company expressly agrees to register, with the Securities and Exchange Commission, the shares of common stock underlying the options issued herein in a registration statement on Form S-8, if and when available (and all related qualifications under the state securities laws.

  • Registration Obligation The Company anticipates filing with the SEC on or before June 1, 2000 a registration statement covering, among other securities, the Registrable Securities in the manner described in Section 3 hereof. Should the Company not file such a registration statement on or before June 1, 2000, then the Company shall use its best efforts to file with the SEC on or before June 15, 2000 a registration statement with respect to the Registrable Securities in the manner described in Section 4 hereof and use its best efforts to cause such registration statement to become effective as soon as possible thereafter.

  • Assignability of Registration Rights Except as provided in Section 8.11, no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other Party to this Agreement.

  • Pre-Conditions to Registration, Transfer, Etc As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, if applicable, the Deposit Agreement and applicable law. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or this ADR, if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to Section 7.8 of the Deposit Agreement and paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

  • Certain Limitations on Registration Rights In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

  • Conditions to Underwriters’ Obligations The obligations of the Underwriters to purchase and pay for the Offered Notes will be subject to the following conditions:

  • Additional Registration Rights If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling Stockholder), Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears to the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for sale.

  • Limitations on Registration Rights Notwithstanding anything herein to the contrary, (i) the Representative may not exercise its rights under Section 2.1 and 2.2 hereunder after five (5) and seven (7) years after the effective date of the registration statement relating to the Company’s initial public offering, respectively, and (ii) the Representative may not exercise its rights under Section 2.1 more than one time.

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