Limitation on Demand Registration. Notwithstanding anything to the contrary in this Section 3.1, no 5% Stockholder may make a Registration Demand until the earliest to occur of (i) the six-month anniversary of the Company’s Public Listing and (ii) the date on which the Board approves the making of a Registration Demand pursuant to this Section 3.1, provided, that, notwithstanding the foregoing, no 5% Stockholder may make a Registration Demand pursuant to Section 3.1(c) if the Company is preparing or has a Shelf Registration Statement on file with the SEC in accordance with Section 3.1(d).
Limitation on Demand Registration. The Company shall not be obligated to file a Demand Registration Statement under this Section 5.2 or a Shelf Registration Statement under Section 5.1 unless the aggregate purchase price of the Registrable Securities to be included in the requested registration (other than a Shelf Registration) (determined by reference to the offering price on the cover of the registration statement proposed to be filed) is greater than $150 million.
Limitation on Demand Registration. The Company shall be entitled to postpone for a reasonable period of time (not to exceed 90 days) the filing of any Registration Statement or other qualified document otherwise required to be prepared and filed by it pursuant to Section 4(a) hereof if, at the time it receives a request for such registration, (i) the Company is conducting or about to conduct an offering of its securities and the Company is advised by its investment banking firm that inclusion of such Registrable Common Shares will, in the opinion of such investment banking firm, materially interfere with the orderly sale and distribution of the securities being offered under such Registration Statement or other qualified document or (ii) compliance with such filing requirement would materially adversely affect (including, without limitation, through premature disclosure thereof) a proposed financing, reorganization, recapitalization, merger, acquisition, consolidation or similar transaction involving the Company.
Limitation on Demand Registration. The Company shall not be obligated to effect more than three Demand Registrations under this Section 2. Notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled to postpone (but not more than once in any twelve month period), for a reasonable period of time not in excess of 90 days, the filing of a Registration Statement if the Company delivers to the Investors a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company certifying that, in the good faith judgment of the Board of Directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Persons receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 4(i). If the Company shall so postpone the filing of a Registration Statement, the Initiating Investor shall have the right to withdraw the request for registration by giving written notice to the Company within 10 days of the anticipated termination date of the postponement period, as provided in the certificate delivered by the Company pursuant hereto, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which the Investors are entitled pursuant to the terms of this Agreement.
Limitation on Demand Registration. The Company's obligations under this Section 2 are subject to the following conditions:
(i) the Company shall only be obligated to effect one Demand Registration pursuant to this Agreement;
(ii) the Company shall not be obligated to effect a Demand Registration at any time during the Demand Term when the Company is not eligible to use a Form S-3 registration statement (or any successor or similar forms promulgated under the Securities Act that may be in effect and under which the Company is eligible to register the Registrable Securities for offer and sale under the Securities Act); and
(iii) the Company shall not be obligated to file a registration statement relating to a Demand Notice under this Section 2 within a period of six months after the effective date of any other registration statement of the Company registering an offering of securities of the Company (or, with respect to an underwritten offering pursuant to a shelf registration, after the pricing of such offering), whether such prior registration or offering, as applicable, was for an offering by the Company or any security holder of the Company; provided that this Section 2(b)(iii) shall not apply with respect to (i) an Excluded Registration or (ii) any registration statement (or underwritten takedown pursuant to a shelf registration statement) in which the Holder (A) was not entitled to request inclusion of all Registrable Securities then held by the Demand Holder or (B) requested inclusion of Registrable Securities and less than 50% of the number requested to be included was included therein.
Limitation on Demand Registration. The Company shall be obligated to effect no more than three (3) Demand Registration Statements for each Holder of the Registrable
Limitation on Demand Registration. The Company shall not be obligated to take any action to effect any Registration pursuant to Section 3.1(i) (a) after the Company has effected three (3) Registrations pursuant to Section 3.1(i), or (b) if the Holders requesting inclusion of Registrable Securities in such registration propose to sell such Registrable Securities in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.
Limitation on Demand Registration. The Company shall not be --------------------------------- obligated to effect any more than two Demand Registrations on behalf of CVC or one Demand Registration on behalf of Xxxxxx at any time during the Term when the Company is not eligible to use a Form S-3 or Form S-2 registration statement (or, in each case, any successor forms promulgated under the Securities Act) and there shall be no limitation on the number of times that a Demand Registration may be requested pursuant to this Section 2 at any time during the Term when the Company is eligible to use a Form S-3 or Form S-2 registration statement (or, in each case, any successor forms promulgated under the Securities Act). Notwithstanding any provision of this Agreement to the contrary, the Company shall not be obligated to honor any Demand Notice requesting a Demand Registration, or otherwise cause a Demand Registration to become effective, hereunder if:
(i) the Demand Notice is delivered to the Company during the period beginning 90 days before the effective date of a Demand Registration (other than a Shelf Registration) that is being effected pursuant to a previously delivered Demand Notice and in which such requesting Holders were entitled to participate with respect to all Registrable Securities requested to be included therein and ending (A) if such Demand Registration is an underwritten offering, 180 days after the closing date of any such offering and (B) if such Demand Registration is not an underwritten offering, 90 days after the closing date of any such offering; or
(ii) the Demand Notice is delivered to the Company during the period commencing 90 days before the effective date of a registration statement pursuant to which the Company is offering shares of any class of equity securities of the Company in an underwritten offering and ending 120 days after the closing date of any such offering. Notwithstanding the provisions of Section 2(a), no Holder (including CVC and Xxxxxx) may request a Shelf Registration unless the total number of securities to be included in the Shelf Registration shall constitute at least (i) in the case of a request by Xxxxxx, or any assignee of Xxxxxx, 2% of the outstanding Common Stock or (ii) in the case of CVC, or any assignee of CVC, 5% of the outstanding Common Stock, in each case after giving effect to the full conversion of all shares of Nonvoting Common Stock.
Limitation on Demand Registration. The Company will not be obligated to effect any more than two (2) Demand Registrations at any time during the Term when the Company is not eligible to use a Form S-3 or Form S-2 Registration Statement (or, in each case, any successor or similar forms promulgated under the Securities Act that may be in effect and under which the Company is eligible to register the Registrable Securities for offer and sale under the Securities Act). There will be no limitation on the number of times that a Demand Registration may be requested pursuant to this SECTION 2 at any time during the Term when the Company is eligible to use a Form S-3 or Form S-2 Registration Statement (or, in each case, any successor or similar forms promulgated under the Securities Act that may be in effect and under which the Company is eligible to register the Registrable Securities for offer and sale under the Securities Act). Notwithstanding any provision of this Agreement to the contrary, the Company will not be obligated to honor any Demand Notice requesting a Demand Registration, or otherwise cause a Demand Registration to become effective, hereunder if:
(i) the Demand Notice is delivered to the Company during the period beginning ninety (90) days before the effective date of a Demand Registration that is being effected pursuant to a previously delivered Demand Notice and ending (A) if such Demand Registration is an underwritten offering, one hundred eighty (180) days after the closing date of any such offering and (B) if such Demand Registration is not an underwritten offering, ninety (90) days after the closing date of any such offering; or
(ii) the Demand Notice is delivered to the Company during the period commencing ninety (90) days before the effective date of a Registration Statement pursuant to which the Company is offering shares of any class of equity securities of the Company in an underwritten offering and ending one hundred eighty (180) days after the closing date of any such offering.
Limitation on Demand Registration. Notwithstanding anything to the contrary in this Section 6.1, no 10% Securityholder may make a Registration Demand until six months following the Company’s IPO.
