Limitation on Registrations and Underwritten Offerings Sample Clauses

Limitation on Registrations and Underwritten Offerings. Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to (i) effect more than one Marketed Underwritten Offering in any consecutive 90-day period or (ii) effect any Underwritten Offering unless the Institutional Investors initiating such Underwritten Offering propose to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross aggregate price (before deduction of underwriter commissions and offering expenses) of at least $10,000,000.

Limitation on Registrations and Underwritten Offerings. (a) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to effect any Demand Registration or any Marketed Underwritten Shelf Take-Down: (i) at the request of WP (and its Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of WP and its Affiliates and Permitted Assignees equal to the number of WP Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by WP (or its Affiliates and Permitted Assignees) from any Shelf Registration Statement previously requested by WP (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(i), a Marketed Underwritten Shelf Take-Down; and (ii) at the request of TVG (and its Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of TVG and its Affiliates and Permitted Assignees equal to the number of TVG Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by TVG (or its Affiliates and Permitted Assignees) in respect of any Shelf Registration Statement previously requested by TVG (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(ii), a Marketed Underwritten Shelf Take-Down. (b) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to (i) effect more than one Marketed Underwritten Offering in any consecutive 90-day period or (ii) effect any Underwritten Offering unless the Institutional Investor initiating such Underwritten Offering proposes to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross aggregate price (before deduction of underwriter commissions and offering expenses) of at least $10,000,000 or 100% of the Registrable Securities then held by such Institutional Investor (if the value of such Registrable Securities is reasonably anticipated to have a gross aggregate price of less than $10,000,000). (c) For purposes of this Agreement:

Limitation on Registrations and Underwritten Offerings. (a) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to effect any Demand Registration or any Marketed Underwritten Shelf Take-Down at the request of First Reserve (and its Affiliates and Permitted Assignees) after the Company has effected four (4) Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of First Reserve and its Affiliates and Permitted Assignees. (b) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to (i) effect more than one (1) Marketed Underwritten Offering in any consecutive 90-day period or (ii) effect any Underwritten Offering unless the First Reserve Parties propose to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated net aggregate price (after deduction of underwriter commissions and offering expenses) of at least $10,000,000 or 100% of the Registrable Securities then held by any First Reserve Party (if the value of such Registrable Securities is reasonably anticipated to have a net aggregate price of less than $10,000,000). (c) For the avoidance of doubt, First Reserve shall have the right to obligate the Company to effect an unlimited number of Shelf Take-Downs that are not Marketed Underwritten Shelf Take-Downs.

Limitation on Registrations and Underwritten Offerings. Notwithstanding the rights and obligations set forth in Section 2.01 and Section 2.02, in no event shall the Company be obligated to take any action to effect a Demand Registration or an Underwritten Shelf Take-Down within one hundred twenty (120) days after the consummation of a previous Demand Registration or Underwritten Shelf Take-Down, respectively.

Limitation on Registrations and Underwritten Offerings. Notwithstanding the rights and obligations set forth in Section 3.01 and Section 3.02, in no event shall the Company be obligated to take any action to (i) effect more than one Marketed Underwritten Offering in any consecutive 180-day period; (ii) effect any Underwritten Offering unless Holders propose to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross aggregate price (before deduction of underwriter commissions and offering expenses) of at least $40,000,000 or 100% of the Registrable Securities then held by such Holders (if the value of such Registrable Securities is reasonably anticipated to have a net aggregate price of less than $40,000,000); (iii) effect more than four (4) Demand Registrations; or (iv) effect more than one (1) Demand Registration in any 180-day period.

Limitation on Registrations and Underwritten Offerings. (a) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action at the request of the Holders (and any of their Permitted Assignees) to effect (i) any Long-Form Registration after the Company has effected two (2) Long-Form Registrations or (ii) any Shelf Take-Downs after the Company has effected three (3) Shelf Take-Downs, in each case, at the request of the Holders and any of their Permitted Assignees. (b) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to effect any Underwritten Offering unless the Holders propose to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated net aggregate price (after deduction of underwriter commissions and offering expenses) of at least US$1,000,000. (c) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to effect, or to take any action to effect, a Demand Registration during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred and eighty (180) days (subject to the extension provided under Section 2.05(a)) after the effective date of, a Company-initiated Registration Statement; provided that the Company is using commercially reasonable efforts to cause such Registration Statement to become effective.

Limitation on Registrations and Underwritten Offerings. (a) Notwithstanding the rights and obligations set forth in Section 2.01 and 2.02, in no event shall the Company be obligated to take any action to: (i) effect more than three (3) Registrations that are Long-Form Registrations or four (4) Marketed Underwritten Shelf Take-Downs at the request of WP and its Affiliates and Permitted Assignees each year; and (ii) effect more than three (3) Registrations that are Long-Form Registrations or four (4) Marketed Underwritten Shelf Take-Downs at the request of GTCR and its Affiliates and Permitted Assignees each year. (b) Subject to Section 2.11(c), there shall be no limit on the number of Demand Registrations (that are not Long-Form Registrations), Shelf Take-Downs or Underwritten Shelf Take-Downs (that are not Marketed Underwritten Shelf Take-Downs) that the Company shall be required to effect at the request of WP or GTCR. (c) Notwithstanding the rights and obligations set forth in Section 2.01 and 2.02, in no event shall the Company be obligated to take any action to (i) effect more than one (1) Marketed Underwritten Offering in any consecutive 90-day period without the consent of WP and GTCR or (ii) effect any Underwritten Offering unless the Sponsor initiating such Underwritten Offering proposes to sell all of such Sponsor’s Registrable Securities in such Underwritten Offering or if selling less than all of such Sponsor’s Registrable Securities having reasonably anticipated net aggregate proceeds (after deduction of underwriter commissions and offering expenses) of at least $50,000,000.

Limitation on Registrations and Underwritten Offerings. Notwithstanding the rights and obligations set forth in Section 3.01 and Section 3.02, in no event shall the Company be obligated to take any action to (i) effect more than one Marketed Underwritten Offering in any consecutive 180-day period (excluding a Marketed Underwritten Offering at the request of RockPile Holdco or the White Deer Holder); (ii) effect any Underwritten Offering unless Holders propose to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross aggregate price (before deduction of underwriter commissions and offering expenses) of at least $40,000,000 or 100% of the Registrable Securities then held by such Holders (if the value of such Registrable Securities is reasonably anticipated to have a net aggregate price of less than $40,000,000); (iii) effect more than six (6) Demand Registrations; (iv) effect more than one (1) Demand Registration in any 180-day period (excluding a Demand Registration at the request of RockPile Holdco or the White Deer Holder); (v) effect more than one (1) Demand Registration (including a Marketed Underwritten Offering) at the request of RockPile Holdco or the White Deer Holder; (vi) effect a Demand Registration at the request of RockPile Holdco or the White Deer Holder in which the Demand Notice is for less than all of the Registrable Securities then held by the RockPile Holders; (vii) effect a Demand Registration at the request of RockPile Holdco or the White Deer Holder prior to the expiration of the RockPile Lockup Period; or (viii) effect a Demand Registration at the request of RockPile Holdco or the White Deer Holder within 90 days of another Demand Registration by any other Holder.

Limitation on Registrations and Underwritten Offerings. Notwithstanding the rights and obligations set forth in Section 2.01, in no event shall the Company be obligated to take any action to (i) effect more than one Underwritten Offering per calendar quarter or (ii) effect any Marketed Underwritten Shelf Take-Down, unless (A) the Investor initiating such Underwritten Offering proposes to sell Registrable Securities in an amount of at least the lesser of one percent (1%) of the then-outstanding Company Shares or 100% of the Registrable Securities then held by such Investor and (B) with respect to any New Holder, the aggregate proceeds expected to be received from the sale of the Registrable Securities in such offering equals or exceeds $50,000,000 determined by the Company in good faith as of the date the Company receives the Underwritten Shelf Take-Down Notice." 6. Section 3.01 of the Agreement is hereby amended by replacing it in its entirety with the following:

Limitation on Registrations and Underwritten Offerings. Notwithstanding the rights and obligations set forth in Section 2.01, in no event shall the Parent be obligated to take any action to effect a Marketed Underwritten Shelf Take-Down within one hundred twenty (120) days after the consummation of a previous Marketed Underwritten Shelf Take-Down.