Common use of Limitations on Demand Registrations Clause in Contracts

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.

Appears in 2 contracts

Samples: Registration Rights Agreement (Digital Lava Inc), Registration Rights Agreement (Digital Lava Inc)

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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.

Appears in 1 contract

Samples: Registration Rights Agreement (Digital Lava Inc)

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 2(a) are subject to each of the following further 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 a Holder or Holders pursuant to Section 2.12(a), 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 their Registrable Securities in the Registrable Securitiesaggregate. (iii) In the event the If a Holder or Holders request Demand Registration pursuant to Section 2.1 2(a) 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 one Demand Registrations Registration pursuant to Section 2.12(a); 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Digital Lava Inc)

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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 2(a) 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 2.12(a), 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 2(a) 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 one Demand Registrations Registration pursuant to Section 2.12(a); 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Digital Lava Inc)

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