Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:
(i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v);
(ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; or
(iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.
Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:
(i) In the circumstances described in either Sections 2.1(b)(ii) or 2.1(b)(iv);
(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public (net of any underwriters’ discounts and commissions) of less than Ten Million Dollars ($10,000,000); or
(iii) If, in a given twelve (12)-month period, the Company has effected two (2) such registrations in such period that have been declared effective by the SEC.
Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:
(i) in the circumstances described in either Sections 2.1(b)(i), 2.1(b)(ii) or 2.1(b)(iv);
(ii) if the aggregate proceeds to all such Holders requesting registration pursuant to this Section 2.3 is less than $1,000,000;
(iii) in a given twelve (12) month period, after the Company has effected two (2) such registrations pursuant to this Section 2.3 in any such period; or
(iv) if Form S-3 is not available for such registration.
Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:
(i) In the circumstances described in either Sections 2.1(b)(i) or 2.1(b)(ii);
(ii) If, in a given twelve-month period, the Company has effected two such registrations in such period;
(iii) If Form S-3 (or any successor or similar form) is not available for such offering by such Holders; or
(iv) If within ten (10) business days of receipt of a written request from the Holders pursuant to this Section 2.3, the Company gives notice to the Holders of the Company’s intention to file a registration statement covering the sale of Common Stock for the account of the Company within ninety (90) days and the Company is actively employing its good faith reasonable efforts to cause such registration statement to become effective; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period.
Limitations on Form S-3 Registration. Subject to the last sentence of this Section 2.1(c), the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.1:
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective, and provided further, that this limitation shall not apply for a period of two months following the date hereof; or
(iii) If, in a given twelve-month period, the Company has effected four (4) such registrations in such period (or if the Company is not a well-known seasoned issuer, twelve such registrations in such period). For the avoidance of doubt, the Company acknowledges that the limitations set forth in this Section 2.1(c) do not affect in any respect the Company's obligations under Section 2.3 to file prospectus supplements and amendments to register additional Company Holdback Shares as they vest under the Key Employee Consideration Holdback Agreements once the Company has filed a registration statement on Form S-3 registering Company Holdback Shares if such registration statement is effective automatically upon filing.
Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:
(i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v);
(ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than one million U.S. dollars ($1,000,000); or
(iii) If, in a given six (6) month period, the Company has effected one (1) such registration in such period.
Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 4 in any of the circumstances described in Section 2(b)(i) or (iii), and shall not be required to effect more than two registrations per year pursuant to Section 4(a).
Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:
(i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1 (b)(v);
(ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 for aggregate gross proceeds (before deduction of underwriter’s commissions and expenses) of less than $1,000,000; or
(iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.
Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.2:
(i) Prior to one hundred eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public;
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred twenty (120) days after the effective date of, a Company initiated registration in which the Holders have the ability to include their Registrable securities; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;
(iv) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S 3 at an aggregate price to the public of less than $500,000; or
(v) If, in a given twelve month period, the Company has effected two (2) such registrations pursuant to this Section 2.2 in such period.
Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) If the Holders propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an estimated aggregate price to the public of less than $2,000,000; or
(iii) If the Company has effected two (2) registrations under this Section 2.3 at any time during the twelve-month period preceding the date of such request.
