Common use of Exceptions to Registration Obligations Clause in Contracts

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.