Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration or Piggyback Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days (unless otherwise consented to by the Company).
Limitation on Demand Registrations. Following an IPO, the Registering Entity will not be obligated to effect more than five registrations pursuant to this Section 2, provided that a request for registration will not count for the purposes of this limitation if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date such registration statement is first filed with the Commission, (iii) if, after such Registration Statement becomes effective, such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.
Limitation on Demand Registrations. In no event shall the Issuer be required to effect more than two Demand Registrations.
Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective, the Investors withdraw their request pursuant to Section 3.1.3 or an Underwritten Shelf Takedown requested by the Investors was consummated within the preceding ninety (90) days.
Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if (x) a Demand Registration or Piggyback Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days or (y) the value of the Registrable Securities proposed to be sold by the initiating Holders is not at least the lesser of twenty-five million dollars ($25 million) and all of such Holder’s Registrable Securities.
Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration (i) less than one hundred and eighty (180) days following the date of this Agreement (unless otherwise consented to by the Company’s Board of Directors) or (ii) if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days (unless otherwise consented to by the Company’s Board of Directors).
Limitation on Demand Registrations. The Company will not be obligated to effect more than four registrations pursuant to this Section 1, provided that a request for registration will not count for the purposes of this limitation if (i) the Required Holders determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such registration statement is first filed with the Commission, (iii) prior to the sale of at least 90% of the Registrable Securities included in the registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Required Holders’ reasonable satisfaction within 30 days of the date of such order, (iv) more than 20% of the Registrable Securities requested by the Required Holders to be included in the registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by the Required Holders). Notwithstanding the foregoing, the Company shall pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above. The Company will not be obligated to effect more than one registration pursuant to Section 1(a) during any 180-day period.
Limitation on Demand Registrations. (i) The Company will not be obligated to effect any Demand Registrations until the first anniversary of the consummation of a Qualified Public Offering, as defined in the Securities Purchase Agreement. The Company will not be required to effect more than one Demand Registration hereunder. The Company will be obligated to pay all Registration Expenses (as that term is defined in sec.8 hereof) of each such registration which constitutes a Demand Registration for purposes of this sec.2.
(ii) The Company shall not be obligated or required to effect any Demand Registration of any Registrable Securities pursuant to sec.2(a) hereof unless and until the holders of Registrable Securities shall have requested, pursuant to sec.2(a)(ii) hereof, the inclusion in such Demand Registration of not less than thirty percent (30%) of the Registrable Securities outstanding at the time of such request.
(iii) Any registration initiated by holders of Registrable Securities as a Demand Registration pursuant to sec.2(a) hereof shah not, for purposes of this sec.2, count as a Demand Registration unless and until such registration shall have become effective and all Registrable Securities included in such registration, and which were actually offered for sale by the holder thereof, shall have been actually sold.
(iv) The Company shall not be obligated or required to effect any Demand Registration of any Registrable Securities pursuant to sec.2(a) hereof during the period commencing on the date falling one hundred eighty (180) days prior to the Company's estimated date of filing of, and ending on the date ninety (90) days following the effective date of, any registration statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of holders of Registrable Securities for such Demand Registration pursuant to sec.2(a)(i) hereof shall have been received by the Company after the Company shall have given to all holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; PROVIDED, HOWEVER, that the Company will use its best efforts in good faith to cause any such registration statement to be filed and to become effective as expeditiously as shall be reasonably possible.
(v) The Company shall not be obligated or required to effect any Demand Registration of any Registrable Securities pursuant to sec.2(a) hereof for any 90-day period fo...
Limitation on Demand Registrations. Notwithstanding anything to the contrary set forth in Section 1.2(a), but subject to Sections 1.6 and 2, the Company shall not be obligated to file a Registration Statement with respect to a Demand Registration upon a request by a Holder under Section 1.2(a): (1) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell less than one million shares of Registrable Securities; (2) if the Company shall furnish to the Holders 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 stockholders for such Demand Registration or any other registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement for a period of not more than 90 days after receipt of the request of the Holder or Holders under this Section 1.2; PROVIDED, HOWEVER, that the Company shall not utilize this right more than once in any 12-month period; (3) if the Company has, within the 12-month period preceding the date of such request, already effected one Demand Registration for the Holders pursuant to this Section 1.2; (4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (5) prior to nine months following the date of this Agreement.
Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if: (i) a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days; (ii) the Registrable Securities requested to be registered pursuant to the Demand Registration Request has a Market Value of less than $25 million; or (iii) the Company previously filed three (3) Demand Registration Statements at the request of one or more Lead Investors and such Demand Registration Statements were declared (or became) effective under the Securities Act (it being understood that the filing of the Shelf Registration Statement pursuant to Section 3.2 below shall not be deemed to be the filing of a Demand Registration Statement at the request of one or more Lead Investors).
