Common use of Limitations on Demand Registration Clause in Contracts

Limitations on Demand Registration. Notwithstanding anything to the contrary in any other provision of this Agreement, the Company will not be required to effect a Demand Registration pursuant to this Section 2: (i) during the period starting with the date of filing of, and ending on the last day of the Effectiveness Period relating to a registration statement in which such Holder had the right to participate pursuant to Section 3 (or with respect to which such Holder provided a Demand Notice), including a Registration Statement in which the managing underwriter reduced the Holder’s participation pursuant to Section 3(b); or (ii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2 a certificate stating that in the good faith judgment of the Board of Directors of the Company, such registration and offering could materially interfere with a bona fide financing transaction of the Company, including without limitation a primary offering of securities, or any other material business transaction of the Company, or would require disclosure of information, the premature disclosure of which could materially and adversely affect the Company, in which event the Company shall have the right to defer the filing or effectiveness of a Registration Statement for a period of not more than one-hundred twenty (120) days after receipt of the request of a Holder pursuant to Section 2; provided that such right to delay a request shall be exercised by the Company not more than once in any consecutive twelve-month period.

Limitations on Demand Registration. Notwithstanding anything to any demand by the contrary in any other provision of this AgreementHolders hereunder, the Company will shall not be required to effect a Demand Registration pursuant to this Section 2: any such registration, and may delay any such registration, at anytime during which: (i) during the period starting with Company has pending, or reasonably anticipates filing within forty five (45) days of receipt of a demand for registration hereunder, its own registration statement for the date public offering of filing ofshares of Common Stock by the Company; (ii) has pending, and ending on the last day or has received a notice of the Effectiveness Period demand registration relating to to, a registration statement in which such Holder had for the right to participate offer and sale of Common Stock by selling shareholders pursuant to Section 3 other registration rights granted by the Company, whether or not outstanding prior to the date hereof; or (iii) the Company’s Board of Directors determines, in its good faith discretion, that such registration may have a material adverse effect on the Company or with respect its plans or prospects; provided that, in any of such events, the Holders shall continue to which such Holder provided have a Demand Notice), including a Registration Statement in which the managing underwriter reduced the Holder’s participation pursuant to Section 3(b); or (ii) if demand right and the Company shall furnish to promptly notify the Holders requesting a of the foregoing and provide the Holders with an estimate of when they may exercise such demand registration statement pursuant to this Section 2 a certificate stating again; and provided further that solely in the good faith judgment event of the Board of Directors of clause (iii) above, (x) the Company, ’s ability to delay such registration shall be limited to durations of not longer than ninety (90) days and offering could materially interfere with a bona fide financing transaction of the Company, including without limitation a primary offering of securities, or any other material business transaction of the Company, or would require disclosure of information, the premature disclosure of which could materially and adversely affect the Company, in which event (y) the Company shall have the right to defer the filing or effectiveness of a Registration Statement for a period of not more than one-hundred twenty (120) days after receipt of the request of a Holder pursuant to Section 2; provided that such right to delay a request shall be exercised by the Company not more than once in during any consecutive twelve-twelve month period.