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

Limitations on Form S-3 Registrations. If at the time of any request to ------------------------------------- register Registrable Securities pursuant to Section 5(a), the Company is engaged in, or has fixed plans to engage in within sixty (60) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested S-3 Registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration pursuant to Section 5(a)(i) within three (3) months after the effective date of any other Registration Statement of the Company, (ii) if within the 12-month period preceding the date of such request, the Company has effected two registrations on Form S- 3 pursuant to Section 5(a) and all of the Registrable Securities registered therein have been sold, (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or (iv) if the S-3 Initiating Holders, together with the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of less than $5,000,000.

Limitations on Form S-3 Registrations. If at the time of any request to ------------------------------------- register Registrable Securities pursuant to Section 5(a), the Company is engaged in, or has fixed plans to engage in within sixty (60) 60 days of the time of such request, a registered public offering or is engaged or has fixed plans to engage in any other activity which, in the good faith determination of the Board of Directors of the Company, would be materially adversely affected by the requested S-3 Registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year six month period. In addition, the Company shall not be required to effect any registration pursuant to Section 5(a)(i5(a), (i) within three (3) months 90 days after the effective date of any other Registration Statement of the Company, (ii) if within the 12-month period preceding the date of such request, the Company has effected two registrations on Form S- 3 S-3 pursuant to Section 5(a) and all of the Registrable Securities registered therein have been sold), (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or (iv) if the S-3 Initiating Holders, together with the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of less than $5,000,000.

Limitations on Form S-3 Registrations. If at the time of any request to ------------------------------------- register Registrable Securities pursuant to Section 5(a), the Company is engaged in, or has fixed plans to engage in within sixty thirty (6030) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the CompanyDirectors, would be adversely affected by the requested S-3 Registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration pursuant to Section 5(a)(i5(a) (i) within three (3) months after the effective date of any other Registration Statement of the Company, (ii) if within the 12-month period preceding the date of such request, the Company has effected two registrations on Form S- 3 S-3 pursuant to Section 5(a) and all of the Registrable Securities registered therein have been sold, (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or (iv) if the S-3 Initiating Holders, together with the Designated Holders (other than the S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)Holders) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of less than $5,000,0001,000,000.

Limitations on Form S-3 Registrations. If at the time of any request to ------------------------------------- register Registrable Securities pursuant to Section 5(a), the Company is engaged in, or has fixed plans to engage in within sixty three months (603) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration on Form S-3 Registration (or any successor form then in effect) to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration pursuant to Section 5(a)(i5(a), (i) within three (3) months after the effective date of any other Registration Statement of the Company, (ii) if within the 12-month period preceding the date of such request, the Company S-3 Initiating Holder has effected two registrations included its Registrable Securities in an offering on Form S- 3 pursuant to Section 5(a) and all of the Registrable Securities registered therein have been soldS-3, (iii) if Form S-3 is not available for such offering by the Initiating S-3 Initiating Holders or Holder, (iv) if the S-3 Initiating HoldersHolder has already requested one registration on Form S-3 and all of the Registrable Securities requested to be included in such registration were so included or (v) if the S-3 Initiating Holder, together with the Designated Holders (other than the S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)Holder) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of less than $5,000,00015,000,000. The parties acknowledge and agree that the limitation in subsection (iv) of the preceding sentence is for the purpose of limiting the Shareholders (acting as a group through Plantowsky) to one registration each on Form S-3, regardless of the number of Designated Holders in each group.

Limitations on Form S-3 Registrations. If at the time of any request to ------------------------------------- register Registrable Securities pursuant to Section 5(a), the Company is engaged in, or has fixed plans to engage in within sixty thirty (6030) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the CompanyDirectors, would be adversely affected by the requested S-3 Registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be; provided the Company is actively employing in good faith all reasonable efforts to cause such registration to become effective or such other activity to be completed, such right to delay a request to be exercised by the Company not more than once in any one-one (1) year period. In addition, the Company shall not be required to effect any registration pursuant to Section 5(a)(i5(a) (i) within three (3) months after the effective date of any other Registration Statement of the CompanyCompany (other than a registration on Form S-8), (ii) if within the 12-month period preceding the date of such request, the Company has effected two (2) registrations on Form S- 3 S-3 pursuant to Section 5(a) and all of the Registrable Securities registered therein have been sold, (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or (iv) if the S-3 Initiating Holders, together with the Designated Holders (other than the S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)Holders) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of less than $5,000,0001,000,000.

Limitations on Form S-3 Registrations. If at the time of any ------------------------------------- request to ------------------------------------- register Registrable Securities pursuant to Section 5(a), the Company is engaged in, or has fixed plans to engage in within sixty (60) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested S-3 Registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three sixty (360) months days from the effective date of such offering or the date of completion of such other material activity, as the case may beoffering, such right to delay a request to be exercised by the Company not more than once two non-consecutive times in any onetwelve (12) month period; provided, that two such 60-year periodday periods may be -------- consecutive in the event that (i) the Company would be required to disclose in the prospectus relating to such S-3 Registration information not otherwise publicly disclosed, and (ii) there is a likelihood, in the reasonable judgment of the Board of Directors of the Company, that such disclosure, or any other action to be taken in connection with such S-3 Registration would materially and adversely affect or interfere with any financing, acquisition, merger or similar transaction involving the Company. In addition, the Company shall not be required to effect any registration pursuant to Section 5(a)(i5(a), (i) within three (3) months 180 days after the effective pricing date of any other Registration Statement of the CompanyInitial Public Offering, (ii) if within the twelve (12-) month period preceding the date of such request, the Company has effected two (2) registrations on Form S- 3 S-3 pursuant to Section 5(a) and all of the Registrable Securities registered therein have been sold), (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or (iv) if the S-3 Initiating Holders, together with the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of less than $5,000,0001,000,000.

Limitations on Form S-3 Registrations. If at the time Board of any request to ------------------------------------- register Registrable Securities pursuant to Section 5(a)Directors has a Valid Business Reason, the Company is engaged inmay (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, or but in no event for more than 45 days following the request and (y) in case a Registration Statement has fixed plans been filed relating to engage in within sixty (60) days a S-3 Registration, the Company, upon the approval of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination majority of the Board of Directors Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such withdrawal or postponement, the S-3 Initiating Holder may request the prompt amendment or supplement of such Registration Statement or a new S-3 Registration). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the Companyfact that the Valid Business Reason for such postponement or withdrawal no longer exists, would be adversely affected by in each case, promptly after the requested S-3 Registration occurrence thereof. Notwithstanding anything to the material detriment of the Companycontrary contained herein, then the Company may at its option direct that such request be delayed for not postpone or withdraw a reasonable period not in excess of three (3) months from the effective date of such offering filing, under either this Article IV or the date of completion of such other material activitySection 2.01, as the case may be, such right due to delay a request to be exercised by the Company not Valid Business Reason more than once in any one18-year month period. In addition, the Company shall not be required to effect any registration pursuant to Section 5(a)(i4.01, (i) within three (3) months 90 days after the effective date of any other Registration Statement of the CompanyCompany (other than a Registration Statement on Form S-4 or S-8 or any successor thereto), (ii) if within the 12-month period preceding the date of such request, the Company has effected two registrations on Form S- 3 pursuant to Section 5(a) and all of the Registrable Securities registered therein have been sold, (iii) if 7 Form S-3 is not available for such offering by the S-3 Initiating Holders Holders, or (iviii) if the S-3 Initiating Holders, together with the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)4.01) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of less than $5,000,000.