Common use of Limitations on Form S-3 Registration Clause in Contracts

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. Subject to the last sentence of this Section 2.1(c), the 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 ’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 (2) months following the date hereof; and provided, further, that if the Company declines to effect a registration under this clause (ii), it shall provide notice to Holders and the provisions of Section 2.2 shall apply; or (iii) If, in a given twelve-month twelve (12)-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 ’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 Founder 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. Subject to the last sentence of this Section 2.1(c), the 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 ’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 ’s obligations under Section 2.3 to file prospectus supplements and amendments to register additional Company Holdback Earn-Out Shares as they vest are paid under the Key Employee Consideration Holdback Agreements SPA once the Company has filed a registration statement on Form S-3 registering Company Holdback Earn-Out Shares if such registration statement is effective automatically upon filing.

Limitations on Form S-3 Registration. Subject to the last sentence of this Section 2.1(c), the 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 ’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 ’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.