Common use of Limitations on Demand Rights Clause in Contracts

Limitations on Demand Rights. Notwithstanding any other provision set forth in this Section 3, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Company pursuant to an Underwritten Offering by the Company or (ii) on behalf of any Demand Holder or any other holder of demand registration rights with respect to the Common Stock. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to Section 3.2: (a) if the Company has initiated three (3) such registrations pursuant to Section 3.2, provided that only the following registrations shall be counted: (1) registrations which have been declared or ordered effective and pursuant to which Registrable Securities have been sold and (2) registrations which have been withdrawn by the Holders (other than pursuant to the last sentence of Section 3.4) as to which the Holders have not elected to bear the Registration Expenses; (b) if the Demand Holders request that the offering be underwritten in any manner other than a firm commitment basis by underwriters selected by the Company (subject to the consent of a majority of the Demand Holders, which consent will not be unreasonably withheld, conditioned or delayed, or, if the Company has not selected an underwriter within 30 days after its receipt of a Demand Request, by the underwriters selected by holders of a majority of the Registrable Securities to be included in such Registration Statement) or if the Demand Holders request that the offering not be underwritten; or (c) if the Company and the Demand Holders are unable to obtain the commitment of the underwriter described in clause (b) above to firmly underwrite the offer.

Limitations on Demand Rights. (a) The Holders of Registrable Securities shall be entitled to a maximum of three registrations under this Article 2, so long as all Registrable Securities may be included in the third Registration Statement if so requested by the Holders, and if not then to such additional Registration Statements as necessary to register all such Registrable Securities. (b) Notwithstanding any other provision anything to the contrary set forth in this Section 3, no Holder Article 2: (i) the Company shall not be entitled obligated to deliver honor a Demand Request within 90 at any time from and after the date on which it has filed a Registration Statement with the SEC in connection with a bona fide public offering through and until ninety (90) days after such Registration Statement is declared effective by the SEC or its abandonment, whichever shall occur first; and (ii) the Company shall have the right to postpone the filing or effectiveness of any Registration Statement filed or to be filed in connection with a Demand Registration for a reasonable period of time (not to exceed ninety (90) days) if at the time the Company receives the Demand Request with respect to such Demand Registration the Company shall have furnished to the Demanding Holders a certificate signed by the president or chief financial officer of the Company stating the occurrence of any of the following: (i) the Company is conducting or is about to conduct a primary offering of the Company's securities and the Company is advised by its investment banker in writing that such offering would be adversely affected by such Demand Registration (provided that the Holders are entitled to include Registered Securities under Article 3 hereof); (ii) the Board of Directors of the Company has determined in good faith that the offering of Registrable Securities pursuant to such Demand Registration will interfere with any financing, merger, acquisition, sale of assets, recapitalization or other material transaction involving the Company or any of its subsidiaries; (iii) the Company shall have entered into an agreement or letter of intent, which has not expired or otherwise terminated, contemplating a material business acquisition or divestiture by the Company or its subsidiaries whether by way of merger, consolidation, acquisition or sale of assets, acquisition or sale of securities or otherwise; (iv) the Company is in possession of material nonpublic information that the Company would be required to disclose in a registration statement and that is not, but for such registration, otherwise required to be disclosed at the time of such registration, the disclosure of which, in its good faith judgment, would have a material adverse effect on the business, operations, prospects or competitive position of the Company; or (v) the Company is engaged, or its board of directors has adopted by resolution a plan to engage, in any program for the purchase of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock and, in the opinion of counsel, reasonably satisfactory to the requesting Holders, the distribution of the Common Stock to be registered would cause such purchase of shares to be in violation of Regulation M promulgated under the Exchange Act. Notwithstanding anything to the contrary contained herein, in no event shall the Company delay or fail to honor a Demand Request for more than one hundred twenty (120) days in any three hundred sixty five (365) day period. If any Demand Registration is postponed pursuant to this Section 2.3(b), two-thirds in interest of the Demand Requesting Holders who have requested that the Company effect such Demand Registration may withdraw such request by written notice delivered to the Company, in which case such Demand Registration shall not count as a Demand Registration and the Registration Period shall be automatically extended by a period of time equal to the period of such postponement. (c) The Company shall not be deemed to have effected a Demand Registration unless and until the Registration Statement filed with the SEC in connection with such Demand Registration has been declared effective under the Securities Act and has remained in effect until the earlier of (i) the completion of the distribution of all Registrable Securities registered thereby and (ii) the expiration of an aggregate of one hundred eighty (180) days not including any interruptions pursuant to Section 4.18 hereof, or in the case of a Shelf Registration the twenty-four (24) month period, commencing upon the effective date of such Registration Statement. (d) The Company shall abandon any Demand Registration prior to the effectiveness of such Demand Registration if all Demanding Holders registering Registrable Securities pursuant to such Demand Registration request in writing that the Company abandon such Demand Registration. Any Demand Registration abandoned by the Company pursuant to an Underwritten Offering this Section 2.3(d) shall be counted as a Demand Registration for purposes of this Agreement notwithstanding such abandonment, unless all expenses incurred by the Company or in connection with such Demand Registration are paid in full by the Demanding Holders within thirty (ii30) on behalf days of any Demand Holder or a request therefor by the Company. (e) Neither the Company nor any other holder of demand registration rights with respect to the Common Stock. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to Section 3.2: (a) if securities of the Company has initiated three (3) such registrations pursuant to Section 3.2, provided that only the following registrations shall be counted: (1) registrations which have been declared or ordered effective and pursuant to which Registrable Securities have been sold and (2) registrations which have been withdrawn by the Holders (other than pursuant to the last sentence of Section 3.4Holders) as to which the Holders have not elected to bear the may include shares in a Demand Registration Expenses; (b) if the Demand Holders request that the offering be underwritten in any manner other than a firm commitment basis by underwriters selected by the Company (subject to without the consent of a majority of the Demand Holders, which consent will not be unreasonably withheld, conditioned or delayed, or, if the Company has not selected an underwriter within 30 days after its receipt of a Demand Request, by the underwriters selected by holders of a majority Holders holding two thirds (2/3) of the Registrable Securities sought to be included in such Demand Registration Statement) unless the managing underwriter or underwriters, if the Demand Holders request any, of such offering shall have advised each Holder participating in such offering in writing that the inclusion of such other securities would not (i) limit the number of Registrable Securities sought to be included by the Holders and (ii) reduce the offering not be underwritten; or (c) if the Company and the Demand Holders are unable to obtain the commitment of the underwriter described in clause (b) above to firmly underwrite the offerprice thereof.

Limitations on Demand Rights. The Company shall only be required to comply with (A) a Demand Notice or (B) a Shelf Takedown Request involving an Underwritten Shelf Takedown, if (x) at least two (2) million Company Shares constituting Registrable Securities (or such lesser number of Registrable Securities as are then owned by the Initiating Holder(s)) are proposed to be registered and sold pursuant to such Demand Registration or Underwritten Shelf Takedown, respectively, and (y) the Initiating Holder(s) reasonably expect the net proceeds to be received collectively by the Initiating Holder(s) and the Demand Eligible Holders from such Demand Registration or collectively by the Initiating Holder(s) and the Potential Takedown Participants from such Underwritten Shelf Takedown to exceed $25 million. The Company shall only be required to effect (a) one Demand Registration on Form S-1 (or the equivalent) in any six (6)-month period or (b) one Demand Registration on either Form S-3 (or the equivalent) or one Underwritten Shelf Takedown (whether pursuant to this Section 2(a) or Section 2(c)) in any three (3)-month period. Subject to the limitations set forth in this clause (ii), there shall be an unlimited number of demand rights and rights to demand an Underwritten Shelf Takedown available to Initiating Holders. Notwithstanding any other provision set forth in of this Section 32(a), no the Company shall not be required to file or effect any Demand Registration or Underwritten Shelf Takedown: (A) within ninety (90) days after the Effective Date of, any previous Demand Registration Statement or Underwritten Shelf Takedown pursuant to this Section 2(a) or Section 2(c) or during the period beginning thirty (30) days prior to the expected filing date and ending ninety (90) days following the effective date of any registration statement with respect to which the Holders had piggyback rights pursuant to Section 2(b) (irrespective of whether such rights were exercised), in each case, as shall be extended by such additional period as may then be market custom to allow the publication of research; (B) if at the time of such request, the Company is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement would cause a violation of the Exchange Act; or (C) if the Board determines in good faith that a postponement is in the best interest of the Company due to a pending transaction or due to an investigation or other event, and in the case of this clause (C), the Company has determined in good faith, after consultation with outside counsel, that the filing of the Registration Statement would require the disclosure of material non-public information (“Adverse Disclosure”) (as certified in writing by a senior executive of the Company); provided, however, that in such event, the Initiating Holder shall will be entitled to deliver withdraw its request for a Demand Request within 90 days after Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration, and the effectiveness of any Registration Statement filed Company will pay all registration expenses in connection with such registration; and provided further, that (i) by in no event (and notwithstanding anything to the contrary contained herein) shall the Company postpone or defer any Demand Registration pursuant to this Section 2(a)(ii) and/or Section 6(b) on more than two occasions or for more than an Underwritten Offering by the Company aggregate of sixty (60) days, in each case during any twelve (12) month period, or (ii) on behalf of any Demand Holder or any other holder of demand registration rights with respect to the Common Stock. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to Section 3.2: (a) if the Company has initiated three (3) file any Registration Statement during such registrations pursuant to Section 3.2postponement or deferral period, provided that only the following registrations shall be counted: (1) registrations which have been declared or ordered effective and pursuant to which Registrable Securities have been sold and (2) registrations which have been withdrawn by the Holders (other than pursuant to the last sentence of Section 3.4) as to which the Holders have not elected to bear the Registration Expenses; (b) if the Demand Holders request that the offering be underwritten in any manner other than a firm commitment basis by underwriters selected by registration statement on Form S-4 or S-8 (or similar or successor forms that may be promulgated in the Company (subject to the consent of a majority of the Demand Holders, which consent will not be unreasonably withheld, conditioned or delayed, or, if the Company has not selected an underwriter within 30 days after its receipt of a Demand Request, by the underwriters selected by holders of a majority of the Registrable Securities to be included in such Registration Statement) or if the Demand Holders request that the offering not be underwritten; or (c) if the Company and the Demand Holders are unable to obtain the commitment of the underwriter described in clause (b) above to firmly underwrite the offerfuture).

Limitations on Demand Rights. Notwithstanding any other ----------- ---------------------------- provision set forth in this Section 3, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Company pursuant to an Underwritten Offering by the Company or (ii) on behalf of any Demand Holder or any other holder of demand registration rights with respect to the Common Stock. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to Section 3.2: (a) if the Company has initiated three (3) such registrations pursuant to Section 3.2, provided that only the following registrations shall be counted: (1) registrations which have been declared or ordered effective and pursuant to which Registrable Securities have been sold and (2) registrations which have been withdrawn by the Holders (other than pursuant to the last sentence of Section 3.4) as to which the Holders have not elected to bear the Registration Expenses; (b) if the Demand Holders request that the offering be underwritten in any manner other than a firm commitment basis by underwriters selected by the Company (subject to the consent of a majority of the Demand Holders, which consent will not be unreasonably withheld, conditioned or delayed, or, if the Company has not selected an underwriter within 30 days after its receipt of a Demand Request, by the underwriters selected by holders of a majority of the Registrable Securities to be included in such Registration Statement) or if the Demand Holders request that the offering not be underwritten; or (c) if the Company and the Demand Holders are unable to obtain the commitment of the underwriter described in clause (b) above to firmly underwrite the offer.

Limitations on Demand Rights. (a) The Holders of Registrable Securities shall be entitled to a maximum of two (2) registrations under this Article II; provided, however, that the Company shall not be required to take any action to effect any Demand Registration if the Demand Request Number is less than the Minimum Demand Number or unless a Demand Request with respect to such Demand Registration is made prior to the expiration of the Registration Period. (b) Notwithstanding any other provision anything to the contrary set forth in this Section 3, no Holder Article II: (i) the Company shall not be entitled obligated to deliver honor a Demand Request within 90 at any time from and after the date on which it has filed a Registration Statement with the Commission in connection with a bona fide public offering through and until sixty (60) days after such Registration Statement is declared effective by the Commission or its abandonment, whichever shall occur first; and (ii) the Company shall have the right to postpone the filing or effectiveness of any Registration Statement filed or to be filed in connection with a Demand Registration for a reasonable period of time (not to exceed sixty (60) days) if at the time the Company receives the Demand Request with respect to such Demand Registration the Company shall have furnished to the Demanding Holders a certificate signed by the Chief Executive Officer, President or chief financial officer of the Company stating either that (A) the Company is conducting or is about to conduct a primary offering of the Company's securities and the Company has been advised by its investment banker in writing that such offering would be adversely affected by such Demand Registration (provided that the Holders are entitled to include Registrable Securities under Article III hereof) or (B) the Board of Directors of the Company has determined in good faith that the offering of Registrable Securities pursuant to such Demand Registration will interfere with a material financing, merger, acquisition, sale of assets, recapitalization or other material transaction involving the Company or any of its subsidiaries. If any Demand Registration is postponed pursuant to this Section 2.3(b), a majority in interest of the Demand Requesting Holders who have requested that the Company effect such Demand Registration may withdraw such request by written notice delivered to the Company, in which case such Demand Registration shall not count as a Demand Registration and the Registration Period shall be automatically extended by a period of time equal to the period of such postponement. (c) The Company shall not be deemed to have effected a Demand Registration unless and until the Registration Statement filed with the Commission in connection with such Demand Registration has been declared effective under the Securities Act and has remained in effect until the earlier of (i) the completion of the distribution of all Registrable Securities registered thereby and (ii) the expiration of the one hundred eighty (180) day period commencing upon the effective date of such Registration Statement. (d) The Company shall abandon any Demand Registration prior to the effectiveness of such Demand Registration if all Demanding Holders registering Registrable Securities pursuant to such Demand Registration request in writing that the Company abandon such Demand Registration. Any Demand Registration abandoned by the Company pursuant to an Underwritten Offering this Section 2.3(d) shall be counted as a Demand Registration for purposes of this Agreement notwithstanding such abandonment, unless the Demanding Holders shall have paid all reasonable expenses actually incurred by the Company in connection with such Demand Registration and evidenced to the reasonable satisfaction of the Demanding Holders. (e) Neither the Company nor any other holder of Company securities (other than Holders) may include shares in a Demand Registration without the consent of the Holders holding two-thirds of the Registrable Securities sought to be included in such Demand Registration unless the managing underwriter, if any, of such offering shall have advised each Holder participating in such offering in writing that the inclusion of such other securities would not (i) limit the number of Registrable Securities sought to be included by the Holders or (ii) on behalf of any Demand Holder or any other holder of demand registration rights with respect reduce the offering price thereof. (f) Notwithstanding anything in this Agreement to the Common Stock. The contrary, the Company shall not be obligated to effect, or effect any registration of Registrable Securities pursuant to take any action to effect, this Article II unless at the time of any such registration pursuant to Section 3.2: (a) if the Company has initiated three is eligible to use Form S-3 (3) such registrations pursuant to Section 3.2, provided that only the following registrations shall be counted: (1) registrations which have been declared or ordered effective and pursuant to which Registrable Securities have been sold and (2) registrations which have been withdrawn any successor form or any similar short-form registration adopted by the Holders (other than pursuant to the last sentence of Section 3.4) as to Commission for which the Holders have not elected Company may then be eligible that is appropriate for the registration of Registrable Securities). In such regard, the Company agrees to bear the Registration Expenses; use its best efforts to ensure that it is eligible to use Form S-3 (b) if the Demand Holders request that the offering be underwritten in or any manner other than a firm commitment basis by underwriters selected successor form or any similar short-form registration adopted by the Company (subject to the consent of a majority of the Demand Holders, Commission for which consent will not be unreasonably withheld, conditioned or delayed, or, if the Company has not selected an underwriter within 30 days after its receipt may then be eligible that is appropriate for the registration of a Demand Request, by Registrable Securities) at the underwriters selected by holders of a majority of the Registrable Securities earliest possible time and to be included in maintain such Registration Statement) or if the Demand Holders request that the offering not be underwritten; or (c) if the Company and the Demand Holders are unable to obtain the commitment of the underwriter described in clause (b) above to firmly underwrite the offereligibility at all times thereafter.