Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
(b) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).
Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or is necessary to avoid premature disclosure of a matter the Board has determined would not be in the best interests of the Company to be disclosed at such time (a “Valid Business Reason”), (i) the Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(b) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and may not postpone an offering under this Section 3(b) or Section 5(c) due to a Valid Business Reason for a period of greater than 90 days during any 12-month period.
Limitations on Demand Registrations. Subject to Section 2.2(a) and this Section 2.2(b), any Holder will be entitled to request an unlimited number of Demand Registrations; provided that the Company will not be obligated to effect more than one Demand Registration which, for the avoidance of doubt, shall be in addition to any registration on a Shelf Registration Statement, in any six-month period. Any Holder shall be entitled to participate in a Demand Registration initiated by any other Holder.
Limitations on Demand Registrations. (i) The Company may delay making a filing of a Registration Statement or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the President and Chief Executive Officer of the Company to the Holders, prior to the time it would otherwise have been required to file such Registration Statement or take such action pursuant to this Section 1.2, stating that the Board has determined in good faith that the filing of such Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the filing of the Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12) month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone other than the Holders.
(ii) The Company shall only be obligated to effect two (2) Demand Requests pursuant to this Section 1.2.
(iii) The Company shall not be required to comply with a Demand Request unless the reasonably anticipated aggregate gross proceeds to be raised (before any underwriting discounts and commissions) would be equal to or exceed $1,000,000.
Limitations on Demand Registrations. Subject to Section 2.01(a) and this Section 2.02(b), any Holder will be entitled to request an unlimited number of Demand Registrations; provided that the number of shares of Registrable Securities included in the Demand Registration would, if fully sold, yield gross proceeds to the Holder (based on the VWAP as of the date of the Demand Notice) of at least the Minimum Amount. Any Holder shall be entitled to participate in a Demand Registration initiated by any other Holder. The Company shall not be obligated to effect more than one Demand Registration in any given 3-month period, provided, however, that any Demand Registration for which no Registration Statement was declared effective, whether by virtue of the withdrawal of Registrable Securities by one or more Holders or for any other reason, shall not count against such limit. Any Demand Registration shall be in addition to any registration on a Shelf Registration Statement.
Limitations on Demand Registrations. The Company shall not be obligated to (i) effect more than two (2) Demand Registrations in respect of the Demand Registrable Securities held by Xxxxx, (ii) effect more than two (2) Demand Registrations in respect of the Demand Registrable Securities held by Rho, (iii) effect more than one (1) Demand Registration in any six (6) month period or (iv) effect any Demand Registration where the aggregate price to the public of the Demand Registrable Securities proposed to be sold is less than $10 million. The managing underwriter or underwriters of a Demand Registration shall be a nationally recognized investment banking firm selected by the Company with the consent of the Demanding Holders, which consent will not be unreasonably delayed or withheld (the “Approved Underwriter”). If Xxxxx and/or Rho participates in an offering pursuant to Section 2.4.1, Xxxxx and/or Rho, as applicable, will be deemed to have used one (1) of its Demand Registrations to the extent the conditions set forth in Section 2.5.4 are satisfied and Xxxxx and/or Rho, as applicable, was permitted by the Company Underwriter, in writing, to include in such offering at least 50% of the Registrable Securities owned by Xxxxx and/or Rho, as applicable, as of the date of this Agreement, or such lesser number as was requested by Xxxxx and/or Rho to be included in such offering.
Limitations on Demand Registrations. The Company shall not be obligated to effect (x) in any 12-month period, more than four (4) Demand Registrations requested by Xxxxxxxxx Xxxxxx(s) (together with any Underwritten Shelf Takedowns or Mexican Offerings requested by Threshold Holder(s)); or (y) any Demand Registration if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Demand Registration, in the good faith judgment of the managing underwriter(s) therefor (or the Company if such Demand Registration is not underwritten), is less than the lesser of $200 million and 7.5% of the Registrable Securities (provided that such 7.5% of the Registrable Securities represents at least $30 million) as of the date the Company receives a Demand Request. The Company shall not be obligated to effect a Demand Registration within sixty (60) days (or such longer period specified in any applicable lock-up agreement entered into with underwriters) after the consummation of a previous Underwritten Shelf Takedown or Demand Registration. For the avoidance of doubt, if an Underwritten Shelf Takedown or a Demand Registration is commenced but not consummated due to a suspension of sales by the Company pursuant to Section 2(f), the restriction in the foregoing sentence shall not apply.
Limitations on Demand Registrations. Notwithstanding anything herein to the contrary, the obligations of the Company to cause any Registrable Securities to be registered pursuant to Section 2.1 are subject to each of the following limitations, conditions and qualifications:
(i) The Holders may only request that the Company make any Demand Registration subsequent to the earlier of 180 days following the effective date of the registration statement for the initial public offering of the Company's securities.
(ii) Any request for Demand Registration made by the Sellers pursuant to Section 2.1, to be effective, shall request the registration of the offering and sale or other distribution by the Holders of not less than one-half of the Registrable Securities.
(iii) In the event the Holders request Demand Registration pursuant to Section 2.1 and the related offering is to be underwritten, the managing underwriter shall be a nationally recognized investment banking firm approved by the Company in the reasonable exercise of its discretion.
(iv) The Company shall be required to effect only two Demand Registrations pursuant to Section 2.1; provided, however, that a registration shall not count as a Demand Registration unless 90% of the Registrable Securities requested to be included in such registration are sold pursuant to such registration statement.
Limitations on Demand Registrations. The CD&R Investor and its Affiliates that are Holders of Registrable Securities shall, collectively, be entitled to initiate no more than five Demand Registrations (other than any Short-Form Registrations or any Shelf Offerings).
Limitations on Demand Registrations. The Designated Holders shall be entitled collectively to four (4) Demand Registrations, and each such Demand Registration shall be with respect to a minimum anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the proposed date of filing of the Registration Statement with respect to such Registrable Securities) of $5,000,000 (or, all of the Registrable Securities held by the Designated Holders, if less than $5,000,000); provided that there shall not be more than two (2) Demand Registrations in any twelve (12) month period. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration.
