Limitation on Registration. The Company shall not be obligated to effect a registration of any Holder’s Registrable Securities pursuant to Article II hereof if all of the Registrable Securities have been sold under Rule 144, Regulation S or a similar provision under the Securities Act so that there is no further restriction on the transfer by the transferee. The Company shall not be required to include any Registrable Securities of a Holder in a registration if all of such Holder’s Registrable Securities could be sold within a three (3) month period pursuant to Rule 144 or other similar rule or regulation under the Securities Act.
Limitation on Registration. Notwithstanding the foregoing, under no circumstances will ACI be obligated to cause any registration effected pursuant to this Agreement to remain effective after the Expiration Date or to include any Registrable Stock in a Registration Statement which becomes effective after the Expiration Date.
Limitation on Registration. Notwithstanding anything herein to the contrary, the Company shall not be required to file a Registration Statement pursuant to Section 2.1 that would: (i) require the Company to execute a general consent to service of process in any jurisdiction in order to effect such registration if the Company is not already subject to service in such jurisdiction, or (ii) subject the Company to taxation in a jurisdiction where the Company is not otherwise subject to taxation.
Limitation on Registration. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2:
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(ii) 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 a date one hundred eighty (180) days after the effective date of, a Company-initiated or VP Entity (as defined below)-initiated registration; provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective;
Limitation on Registration. The above notwithstanding, a Buyer shall not have any rights to participate in a Piggyback Registration, and the Company shall have no obligation to comply with its duties described herein with respect to the Registrable Securities of any Buyer, in the event all of the Registrable Securities held by such Buyer can be sold without limitation pursuant to Rule 144.
Limitation on Registration. The rights of each Holder to have any Registrable Securities registered by the Company or for the Company to keep effective any Registration Statement shall terminate at such time as legal counsel to the Company delivers its opinion to the Holders that the Holders are able to sell all of the Registrable Securities still owned by them in any 90-day period pursuant to Rule 144. In any event, the Company shall not be required to keep the Shelf Registration Statement effective beyond the Effectiveness Period and may terminate the registration at the conclusion of the Effectiveness Period.
Limitation on Registration. (a) Except for (x) Underlying Shares, (y) other "Registrable Securities" (as such term is defined in the Registration Rights Agreement) to be registered, and securities of the Company permitted pursuant to Section 6(c) of the Registration Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, and (z) Common Stock permitted to be issued pursuant to Section 3.9 (b), the Company shall not, until the 120th calendar day after the Effective Date, without the prior written consent of the Purchasers (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register any securities of the Company. Any days after the Effective Date that a Purchaser is unable to sell Underlying Shares under the Underlying Shares Registration Statement shall be added to such 120 calendar day period.
(b) The Company may engage in (i) the granting of options or warrants to employees, officers, consultants and directors of the Company, and the issuance of Common Stock upon exercise of such options or warrants granted under any stock option plan heretofore or hereinafter duly adopted by the Company and (ii) issuances of Common Stock pursuant to a Strategic Transaction (as defined herein). A "Strategic Transaction" shall mean a transaction or relationship in which the Company issues shares of Common Stock to a Person which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
Limitation on Registration. Emcore shall have no obligation to register any Registrable Securities under Sections 1.2, 1.3 or 1.11 of this Agreement in excess of 730,000 shares of Registrable Securities. In the event that the number of shares of Registrable Securities to be registered exceeds 730,000 shares of Registrable Securities, then the number of shares of Registrable Securities to be registered pursuant to this Agreement shall be allocated among all participating Holders as follows: (i) all participating Holders holding Registrable Securities that prior to the consummation of the transactions contemplated by the Merger Agreement were evidenced by shares of MODE common stock shall be entitled to include all of the Registrable Securities held by such Holders in any such registration and (ii) participating Holders holding Registrable Securities that prior to the consummation of the transactions contemplated by the Merger Agreement were evidenced by shares of MODE preferred stock shall be entitled to include such number of shares of Registrable Securities as are permissible hereunder in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each such participating Holder.
Limitation on Registration. Except for (x) Underlying Shares and (y) -------------------------- other "Registrable Securities" (as defined in the Registration Rights Agreement) to be registered, and securities of the Company permitted pursuant to Section 6(c) of the Registration Rights Agreement to be registered, in the Underlying Shares Registration Statement in accordance with the Registration Rights Agreement, the Company shall not, for a period beginning on the date hereof and ending not less than one hundred eighty (180) days after the latter of the (a) Effective 15 Date or (b) if Purchaser purchases Additional Debentures in Tranche II, III or IV (as defined in the Registration Rights Agreement) one hundred eighty (180) days after any Subsequent Registration Statement (as defined in the Registration Rights Agreement) in connection with Securities sold in Tranche II, III or IV is declared effective by the Commission, without the prior written consent of the Purchaser: (i) issue or sell any of its or any of its Affiliates' equity or equity-equivalent securities pursuant to Regulation S promulgated under the Securities Act, or (ii) register any securities of the Company. Such one hundred eighty (180) day period shall be extended for the number of days during such period (A) in which trading in the Common Stock is suspended by the NASD or such market or quotation system on which the Common Stock is then listed, or (B) during which the Underlying Shares Registration Statement is not effective, or (C) during which the prospectus included in the Underlying Shares Registration Statement may not be used by the holders thereof for the resale of Underlying Shares.
Limitation on Registration. Except with respect to registration statements and any amendments or supplements thereto, covering the resale of the shares or Common Stock currently issued or issuable to (and subject to a registration statement covering the resale of such shares of Common Stock) Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, Xxxxxx Xxxxxx & Co., LLC or under the Strata Purchase Agreement, which agreement may be amended or superseded with a substantially similar agreement (such agreement, the “Strata Purchase Agreement”), with ClearThink Capital Partners, LLC, no other registration statements covering other shares of Common Stock shall be filed without Xxxxxxxxx’x written consent prior to Xxxxxxxxx receiving $300,000 in cash from the Company toward the Cash Settlement Payment.. After Xxxxxxxxx has received $300,000 in cash, in the event the Company registers shares of Common Stock, which are not issued or issuable as of the Effective Date, for resale for a selling stockholder other than under its Strata Purchase Agreement with ClearThink Capital Partners, LLC, during the Settlement Period, then the Company shall issue Xxxxxxxxx shares of Common Stock equal to 4.99% of the then outstanding shares of Common Stock giving effect to such issuance (such shares, the “Settlement Shares”), which shares shall be granted at the closing price of the Common Stock immediately prior to their issuance (the “Share Price”), subject to the authorization of NYSE American if the stock is then traded on such exchange, which shall be included for resale in such registration statement, provided, however, that the amount of Settlement Shares, if any, when aggregated with other Settlement Shares, if any, shall be reduced to ensure that such aggregate amount shall not exceed 19.9% of the outstanding shares of Common Stock as of the date of issuance (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations, and other similar transactions that occur after the date of this Settlement Agreement). The net proceeds (after taking into account all brokerage, transfer agent, legal and other expenses incurred in connection with the sale of the Settlement Shares, if any) received by Xxxxxxxxx on the sale of the Settlement Shares, if any, (the “Net Proceeds”) shall be credited against the Cash Settlement Payment.
