Limitations on Registration. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) with respect to a Deerfield Demand Request, if the Company has effected three (3) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, (ii) with respect to any other Demand Request that is not a Deerfield Demand Request, if the Company has effected two (2) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, or (iii) during the period within ninety (90) days after the effective date of any other previously effective registration statement for an underwritten offering of securities pursuant to a Company-initiated registration (other than an Excluded Registration) or for an offering of securities initiated by a Demand Request, or (iv) if the Holders initiating such Demand Request propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and complies with its obligations under Subsection 2.2 in connection therewith; or (ii) if the Company has effected three (3) registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request; provided, however, that the limitations on the Company’s obligations set forth in this Subsection 2.1(b)(ii) shall not apply to the filing of any Shelf Registration Statement. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(g) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to demand a registration statement pursuant to Subsection 2.1(b), in which case such withdrawn registration statement...
Limitations on Registration. The Company shall have no obligation to facilitate or participate in, including entering into any underwriting agreement, for more than (i) two Underwritten Offerings pursuant to Section 2.03(a) hereof at the request of BlackRock, (ii) two Underwritten Offerings pursuant to Section 2.03(a) hereof at the request of GSO, (iii) two Underwritten Offerings pursuant to Section 2.03(a) hereof at the request of Magnetar, (iv) one Underwritten Offering pursuant to Section 2.03(b) hereof at the request of BlackRock, (v) one Underwritten Offering pursuant to Section 2.03(b) hereof at the request of GSO, (vi) one Underwritten Offering pursuant to Section 2.03(b) hereof at the request of Magnetar and (vii) one Underwritten Offering pursuant to Section 2.03(b) hereof at the request of Holders holding at least 66 ⅔% of the outstanding Series A Preferred Share Registrable Securities not held by the Lead Investors at such time; provided, further, that none of the foregoing Underwritten Offerings in clauses (i) through (vii) above shall occur within 180 days of each other; provided, further, that if the Company or its Affiliates are conducting or actively pursuing a securities offering of the Company’s Common Stock and/or Series A Preferred Shares with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Company may suspend such Selling Holder’s right to require the Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Company may only suspend such Selling Holder’s right to require the Company to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period.
Limitations on Registration. If the registration of which the Company gives notice pursuant to this Section is for an underwritten offering, only securities that are to be included in the underwriting may be included in the registration. Notwithstanding any provision of this Section, if the underwriter determines that marketing factors require a limitation of the number of Securities to be underwritten, (i) in the case of a registration pursuant to Section 3(a) the underwriter may eliminate or reduce the number of Registrable Securities of the Holders to be included in the registration and underwriting, proportionately among the Holders based on the number of Registrable Securities requested to be included, and (ii) in the case of a registration pursuant to Section 3(b)(i), the underwriter shall allocate the number of shares of Registrable Securities that may be included in the underwriting among all Holders thereof, including the Initiating Holders, in proportion to the amount of Registrable Securities owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. The Company shall so advise the Holders in writing. No Registrable Securities of the Holders excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Holder disapproves of any such underwriting, it or he or she may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities of the Holders so withdrawn from such underwriting shall also be withdrawn from such registration. The registration rights granted under this Section 3 shall terminate as to a Holder if such Person (a) holds one percent (1%) or less of the outstanding principal amount of the Securities and (b) would be permitted to sell all of the Registrable Securities held by it, him or her within one three month period pursuant to Rule 144.
Limitations on Registration. NGSG’s obligation to effect a registration under Section 3.3(a) shall expire two years from the date of consummation of the Purchase. Notwithstanding any provision to the contrary in this Section 3.3, NGSG shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to Section 3.3 on more than two occasions; provided, however, only registrations which actually include all of the Restricted Securities of Sellers requested to be included shall be counted for this purpose.
Limitations on Registration. The Company shall not be required to effect a registration pursuant to this Section 2.02: (i) if at the time of the request, Form F-3 or S-3 (or such similar or successor form as may be applicable) is not available to the Company for such offering;
Limitations on Registration. The Purchaser shall not be required --------------------------- to file a registration statement pursuant to this Section 9.2 which would become effective within (i) 180 days following the effective date of a registration statement (other than a registration statement filed on Form S-4 or S-8) filed by the Purchaser with the Commission pertaining to any public offering for the account of the Purchaser or another holder of securities of the Purchaser if the Stockholder was afforded the opportunity to include at least 1,000,000 Purchaser Shares (it being understood that if there shall occur any change in the Purchase Shares by reason of any stock dividend, extraordinary dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the number of Purchaser Shares set forth herein shall be proportionally adjusted) in such registration pursuant to Section 9.3. In no event shall the Purchaser be required to effect more than one (1) registration pursuant to Section 9.2. Notwithstanding the foregoing, if, in the good faith determination of the Purchaser's Board of Directors, a registration would adversely affect certain activities of the Purchaser to the material detriment of the Purchaser, then the Purchaser may at its option direct that such registration be delayed for a period not in excess of 90 days in the aggregate from the date of the Purchaser's receipt of the Request or from the first date upon which the Purchaser is required to effect the registration contemplated by Section 9.2, as applicable (the "Period of Delay"). ---------------
Limitations on Registration. In any public offering of securities of the Issuer registered pursuant to Article IV or V, if any Lead Underwriter determines in good faith that the registration of all or part of such securities requested to be included would have a material and adverse effect on the success of such offering, then the Issuer shall be required to include in such offering only such number of such securities as the Lead Underwriter reasonably believes would not have such adverse effect, according to the following priority:
(a) First, such offering shall include any Issuer Securities proposed to be included in such offering, until the Issuer's Cumulative Net Proceeds are $2.1 billion;
(b) Second, such offering shall include any MediaOne Registrable Securities proposed to be included in such offering, until the MediaOne Stockholders' Cumulative Net Proceeds are $3.0 billion; and
(c) Third,
(i) if such offering occurs prior to the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall (A) first, be divided equally among (x) any such securities that are MediaOne Registrable Securities not already included in such offering and (y) any such securities that are Issuer Securities not already included in such offering, (B) second, include any MediaOne Registrable Securities or Issuer Securities, as the case may be, not already included in such offering and (C) third, include any AOLTW Securities requested to be included in such offering; and
(ii) if such offering occurs on or after the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall be divided equally among (x) any such securities that are MediaOne Registrable Securities not already included in such offering, (y) any such securities that are Issuer Securities not already included in such offering and (z) any such securities that are AOLTW Securities not already included in such offering, in each case until all such securities requested to be registered have been included in such offering. Prior to the AOLTW Registration Date, to the extent that the Issuer proposes to include any Issuer Securities whose proceeds, as described in the "Use of Proceeds" section of the relevant Registration Statement, are to be distributed or loaned to, or used to purchase securities issued by or held by, AOLTW or any of its Affiliates (other than the Issuer or any of its Subsidiarie...
Limitations on Registration. The Company shall not be required to effect a registration pursuant to this Section 2.01:
(i) if the Company shall furnish to the Demanding Holders a certificate signed by the Company's Authorized Officer stating that a Potential Material Event exists, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) calendar days after the Demand Notice Date, provided that such right to delay a request may not be exercised by the Company more than twice in any twelve (12)-month period with at least a sixty (60) calendar day interval between such "black-out" periods;
(ii) if the Demanding Holders, together with the holders of any other Securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other Securities (if any) whereby the aggregate proceeds of which (after deduction for underwriter's discounts and expenses related to the issuance) are less than US$1,000,000;
(iii) if all of the Registrable Securities identified in the Demand Notice may be transferred, sold or otherwise disposed of without any manner or volume limitations under the Securities Act in accordance with the provisions of Rule 144;
(iv) if the Company has already registered Common Shares pursuant to a Demand Notice; or
(v) after the tenth anniversary of this Agreement.
Limitations on Registration. If the underwriter determines that ----------------------------- marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Unregistered Shares to be included in the registration and underwriting; provided, however, that the underwriter may not limit the amount of Unregistered Shares included in such registration and underwriting to less than an amount equal to TEN percent (10%) of the amount of all of the Buyer's securities included within such registration and underwriting. If the Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Buyer and the underwriter.
Limitations on Registration. The Company shall not be required to effect more than two (2) Demand Registrations pursuant to this Section 2. In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement (other than a Special Registration) pertaining to the securities of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. Notwithstanding any other provision of this Agreement, the Company shall not be required to effect the Demand Registration of any Registrable Securities prior to the second anniversary of the closing date of the Investment Agreement.
