Common use of Limitation on Rights Clause in Contracts

Limitation on Rights. Notwithstanding any other provisions of this Section 1, the Company shall not be obligated to register Conversion Shares if (i) all of the Conversion Shares for which the Stockholders have requested registration are eligible for sale pursuant to Rule 144 under the Securities Act without regard to the volume limitations set forth in Rule 144 and Company causes its agents promptly to transfer shares eligible for sale under Rule 144, or (ii) the aggregate proceeds of the offering of the Conversion Shares so registered (after deduction of underwriting discounts and selling commissions) will not exceed $150,000. Notwithstanding any other provisions of this Section 1, the Stockholders shall not demand registration of the Conversion Shares in the event that the Board of Directors of the Company has approved the filing of a registration statement covering securities issued for the Company's account in a firm commitment underwritten public offering and has notified the Stockholders of such proposed filing, beginning 60 days prior to the intended date of such filing as set forth on such notice and ending upon the earlier of (i) such intended filing date, if such registration statement has not then been filed, or (ii) 60 days following the effective date of such registration statement; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided, further, that the Stockholders may include or could have included the Conversion Shares in such registration statement pursuant to Section 2. Notwithstanding any other provisions of this Section 1, if, at the time of any request to register Conversion Shares pursuant to this Section 1, the Company is engaged or intends to engage in any acquisition, disposition, merger, business combination, corporate reorganization, or other transaction or development that has not been publicly disclosed and which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Board of Directors may direct that such request be delayed until such transaction or development is publicly disclosed or has been abandoned, but in any event for a period not to exceed 60 days. In such event, the Stockholders shall be deemed to have withdrawn their request for registration and such request shall not be counted as a demand registration to which such Stockholders are entitled pursuant to this Section 1. The Company shall not be entitled to invoke its rights set forth in this Section 1(c) more than one time in any 12-month period.

Limitation on Rights. Notwithstanding any other provisions of this Section 12, the Company shall have the right at any time after it has given notice of the filing of a registration pursuant to this Section 2 to elect not to proceed with such registration. Notwithstanding any other provisions of this Section 2, the Company shall not be obligated to register Conversion Shares if (i) all of the such Conversion Shares for which the Stockholders have requested registration are eligible for sale pursuant to Rule 144 under the Securities Act without regard to the volume limitations set forth in Rule 144 and Company causes its agents promptly to transfer shares eligible for sale under Rule 144, or (ii) the aggregate proceeds of the offering of the Conversion Shares so registered (after deduction of underwriting discounts and selling commissions) will not exceed $150,000. Notwithstanding any other provisions of this Section 12, if the Stockholders shall not demand registration Company's managing underwriter advises the Company in writing that the number of the Conversion Shares requested to be included in the registration statement exceeds the number of such Conversion Shares that can be sold in an orderly manner in the offering or that the inclusion of such Conversion Shares would adversely affect the offering, then the Company shall be required to include only that number of Conversion Shares that would not exceed such number or have such adverse effect. The written notification from such underwriter to the Company shall include a reasonable basis for such underwriter's advice. In the event that it is necessary to reduce the Board number of Directors of Conversion Shares to be included in the Company has approved the filing of a registration statement covering securities issued for the Company's account in a firm commitment underwritten public offering and has notified the Stockholders of such proposed filing, beginning 60 days prior to the intended date of such filing as set forth on such notice and ending upon the earlier of (i) such intended filing date, if such registration statement has not then been filed, or (ii) 60 days following the effective date of such registration statement; provided that , such reduction shall be made pro rata among Stockholders in accordance with the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided, further, that the Stockholders may include or could have included the number of Conversion Shares in such registration statement pursuant to Section 2being registered. Notwithstanding any the other provisions of this Section 12, if, at no reduction in the time number of any request to register Conversion Shares pursuant being registered shall be effected unless the Conversion Shares represent the only securities held by any selling shareholders covered by the registration statement. To the extent that following the date of this Agreement the Company grants rights to this Section 1any person or entity to participate in any registration statement, the Company is engaged or intends to engage in any acquisition, disposition, merger, business combination, corporate reorganization, or other transaction or development that has not been publicly disclosed and which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Board of Directors may direct agreement setting forth such rights shall provide that such request rights shall in all respects be delayed until such transaction or development is publicly disclosed or has been abandoned, but in any event for a period not subordinate to exceed 60 days. In such event, the Stockholders shall be deemed to have withdrawn their request for registration and such request shall not be counted as a demand registration to which such Stockholders are entitled pursuant to this Section 1. The Company shall not be entitled to invoke its rights set forth in this Section 1(c) more than one time in any 12-month periodAgreement.