Common use of Limitations on Registration of Issues of Securities Clause in Contracts

Limitations on Registration of Issues of Securities. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding at least a majority of the Series A Registrable Securities and the holders of at least a majority of the Series B Registrable Securities enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company to initiate any registration of any securities of the Company, PROVIDED that this SECTION 7 shall not limit the right of the Company to enter into any agreements with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company, upon any registration of any of its securities, to include, among the securities which the Company is then registering, securities owned by such holder if such right is subject to the limitations and cutbacks set forth in this Agreement with respect to Other Shareholders. Any right given by the Company to any holder or prospective holder of the Company's securities in connection with the registration of securities shall be conditioned such that it shall not be inconsistent with or more favorable than the rights of the Holders provided in this Agreement, including the exclusion of such holder's or prospective holder's securities from registration under the circumstances specified in SECTIONS 1 and 2.

Limitations on Registration of Issues of Securities. From and --------------------------------------------------- after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding at least a majority of the Series A Registrable Securities and the holders of at least a majority of the Series B Registrable Securities not enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company to initiate any registration of any securities of the Company, PROVIDED provided that this SECTION 7 Section 8.12 shall not limit the right of the Company to enter into any agreements with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company, upon any registration of any of its securities, to include, among the securities which the Company is then registering, securities owned by such holder; and provided further that a majority of the representatives of the Purchasers on the Board of Directors may waive the requirement that the Company not enter into any agreement giving a holder if such of any securities of the Company the right is subject to require the limitations and cutbacks set forth in this Agreement with respect Company to Other Shareholdersinitiate registration of any securities of the Company. Any right given by the Company to any holder or prospective holder of the Company's securities in connection with the registration of securities shall be conditioned such that it shall not be inconsistent consistent with or more favorable than the provisions of this Section 8 and with the rights of the Holders provided in this Agreement, including the exclusion of such holder's or prospective holder's securities from registration under the circumstances specified in SECTIONS 1 and 2.

Limitations on Registration of Issues of Securities. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding at least a majority of the Series A Registrable Securities and the holders of at least a majority of the Series B Registrable Securities not enter into any agreement (other than this the Series C Purchase Agreement) with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company to initiate any registration of any securities of the CompanyCompany that would provide such holder or prospective holder with registration rights that are inconsistent with or more favorable than the rights of the Holders set forth in this Section 7; provided, PROVIDED however, that this SECTION 7 Section 7.11 shall not limit the right of the Company to enter into any agreements with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company, upon any registration of any of its securities, to include, among the securities which the Company is then registering, securities owned by such holder if such and provided further that a majority of the Holders of the Registrable Securities may waive the requirement that the Company not enter into any agreement giving a holder of any securities of the Company the right is subject to require the Company to initiate registration of any securities of the Company. Except for the rights granted to the limitations and cutbacks set forth in this Agreement with respect to Other Shareholders. Any holders of the Series C Preferred under the Series C Purchase Agreement, any right given by the Company to any holder or prospective holder of the Company's securities in connection with the registration of securities shall be conditioned such that it shall not be inconsistent (i) consistent with or more favorable than the provisions of this Section 7 and with the rights of the Holders provided in this Agreement, including and (ii) require the exclusion inclusion of Registrable Securities (within the meaning of this Agreement) in any registration required by any such holder's holder or prospective holder's holder on the same basis as securities from registration under the circumstances specified of Other Shareholders are required to be included in SECTIONS 1 registrations effected pursuant to Sections 7.4 and 27.5 of this Agreement.

Limitations on Registration of Issues of Securities. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding at least a majority of the Series A Registrable Securities and the holders of at least a majority of the Series B Registrable Securities not enter into any agreement (other than this the Series B Purchase Agreement) with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company to initiate any registration of any securities of the Company, Company that would provide such holder or prospective holder with registration rights that are inconsistent with or more favorable than the rights of the Holders set forth in this Section 7; PROVIDED that this SECTION 7 Section 7.11 shall not limit the right of the Company to enter into any agreements with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company, upon any registration of any of its securities, to include, among the securities which the Company is then registering, securities owned by such holder if such and PROVIDED FURTHER that a majority of the Holders of the Registrable Securities may waive the requirement that the Company not enter into any agreement giving a holder of any securities of the Company the right is subject to require the Company to initiate registration of any securities of the Company. Except for the rights granted to the limitations and cutbacks set forth in this Agreement with respect to Other Shareholders. Any holders of the Series B Preferred under the Series B Purchase Agreement, any right given by the Company to any holder or prospective holder of the Company's securities in connection with the registration of securities shall be conditioned such that it shall not be inconsistent (i) consistent with or more favorable than the provisions of this Section 7 and with the rights of the Holders provided in this Agreement, including and (ii) require the exclusion inclusion of Registrable Securities (within the meaning of this Agreement) in any registration required by any such holder's holder or prospective holder's holder on the same basis as securities from registration under the circumstances specified of Other Shareholders are required to be included in SECTIONS 1 registrations effected pursuant to Sections 7.4 and 27.5 of this Agreement.

Limitations on Registration of Issues of Securities. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding at least a majority of the Series A Registrable Securities and the holders of at least a majority of the Series B Registrable Securities not enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company to initiate any registration of any securities of the Company, PROVIDED Company that would provide such holder or prospective holder with registration rights that are inconsistent with or more favorable than the rights of the Holders set forth in this Section 7; provided that this SECTION 7 Section 7.11 shall not limit the right of the Company to enter into any agreements with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company, upon any registration of any of its securities, to include, among the securities which the Company is then registering, securities owned by such holder if such and provided further that a majority of the Holders of the Registrable Securities may waive the requirement that the Company not enter into any agreement giving a holder of any securities of the Company the right is subject to require the limitations and cutbacks set forth in this Agreement with respect Company to Other Shareholdersinitiate registration of any securities of the Company. Any right given by the Company to any holder or prospective holder of the Company's securities in connection with the registration of securities shall be conditioned such that it shall not be inconsistent (i) consistent with or more favorable than the provisions of this Section 7 and with the rights of the Holders provided in this Agreement, including and (ii) require the exclusion inclusion of Registrable Securities (within the meaning of this Agreement) in any registration required by any such holder's holder or prospective holder's holder on the same basis as securities from registration under the circumstances specified of Other Shareholders are required to be included in SECTIONS 1 registrations effected pursuant to Sections 7.4 and 27.5 of this Agreement.

Limitations on Registration of Issues of Securities. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding at least a majority of the Series A Registrable Securities and the holders of at least a majority of the Series B Registrable Securities not enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company to initiate any registration of any securities of the Company, PROVIDED ; provided that this SECTION 7 Section 9.12 shall not limit the right of the Company to enter into any agreements with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company, upon any registration of any of its securities, to include, among the securities which the Company is then registering, securities owned by such holder and provided further that the Board may waive the requirement that the Company not enter into any agreement giving a holder of any securities of the Company the right to require the Company to initiate registration of any securities of the Company, provided that, if such right is subject registration rights are more favorable than those granted to the limitations and cutbacks set forth in Holders pursuant to this Agreement with respect Section 9, then the terms of this Section 9 shall simultaneously be amended so as to Other Shareholdersinclude herein for the benefit of the Holders such more favorable terms. Any In addition, any right given by the Company to any holder or prospective holder of the Company's securities in connection with the registration of securities shall be conditioned such that it shall not be inconsistent (i) consistent with or more favorable than the provisions of this Section 9 and with the rights of the Holders provided in this Agreement, including and (ii) require the exclusion inclusion of Registrable Securities (within the meaning of this Agreement) in any registration required by any such holder's holder or prospective holder's holder on the same basis as securities from registration under the circumstances specified of Other Shareholders are required to be included in SECTIONS 1 registrations effected pursuant to Sections 9.5 and 29.6 of this Agreement.

Limitations on Registration of Issues of Securities. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding at least a majority of the Series A Registrable Securities and the holders of at least a majority of the Series B Registrable Securities not enter into any agreement (other than this Agreement) agreement, or amend any existing agreement, with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company to initiate any registration of any securities of the Company, PROVIDED ; provided that this SECTION 7 Section 9.12 shall not limit the right of the Company to enter into any agreements agreements, or amend any existing agreement, with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company, upon any registration of any of its securities, to include, among the securities which the Company is then registering, securities owned by such holder and provided further that the Board may waive the requirement that the Company not enter into any agreement, or amend any existing agreement, giving a holder of any securities of the Company the right to require the Company to initiate registration of any securities of the Company, provided that, if such right is subject registration rights are more favorable than those granted to the limitations and cutbacks set forth in Holders pursuant to this Agreement with respect Section 9, then the terms of this Section 9 shall simultaneously be amended so as to Other Shareholdersinclude herein for the benefit of the Holders such more favorable terms. Any In addition, any right given by the Company to any holder or prospective holder of the Company's securities in connection with the registration of securities shall be conditioned such that it shall not be inconsistent (i) consistent with or more favorable than the provisions of this Section 9 and with the rights of the Holders provided in this Agreement, including and (ii) require the exclusion inclusion of Registrable Securities (within the meaning of this Agreement) in any registration required by any such holder's holder or prospective holder's holder on the same basis as securities from registration under the circumstances specified of Other Shareholders are required to be included in SECTIONS 1 registrations effected pursuant to Sections 9.5 and 29.6 of this Agreement.

Limitations on Registration of Issues of Securities. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding at least of a majority of the Series A Registrable Securities and Securities, the holders of at least a majority of the Series B Registrable Securities Company shall not enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company to initiate any registration of any securities of the Company, PROVIDED that this SECTION 7 and shall not limit the right of the Company to enter into any agreements with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Companythat, upon any registration of any of its securities, to include, the Company will include among the securities which the Company is that it then registering, registers securities owned by such holder if such right is subject or prospective holder except to the limitations and cutbacks set forth in this Agreement with respect to Other Shareholders. Any right given by the Company to any extent such agreement could give such holder or prospective holder rights no greater than those of the Company's securities in connection with an Other Stockholder under this Agreement. In addition, any such agreement shall provide that, pursuant to such rights, if the registration of securities shall be conditioned (whether initiated by the Company or such that it shall not be inconsistent with or more favorable than the rights of the Holders provided in this Agreement, including the exclusion of such holder's holder or prospective holder's ) involves an underwriting and the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the securities held by such holder or prospective holder shall first be excluded from such registration under to the circumstances specified in SECTIONS 1 extent required by such limitation prior to any such exclusion of Registrable Securities of the Holders. Notwithstanding the foregoing provisions of this Section 8, the parties to this Agreement hereby consent to and 2approve the Series A Registration Rights Agreement.

Limitations on Registration of Issues of Securities. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding at least of a majority of the Series A Registrable Securities and Securities, the holders of at least a majority of the Series B Registrable Securities Company shall not enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Company to initiate any registration of any securities of the Company, PROVIDED that this SECTION 7 and shall not limit the right of the Company to enter into any agreements with any holder or prospective holder of any securities of the Company giving such holder or prospective holder the right to require the Companythat, upon any registration of any of its securities, to include, the Company will include among the securities which the Company is that it then registering, registers securities owned by such holder if such right is subject or prospective holder except to the limitations and cutbacks set forth in this Agreement with respect to Other Shareholders. Any right given by the Company to any extent such agreement could give such holder or prospective holder rights no greater than those of the Company's securities in connection with an Other Stockholder under this Agreement. In addition, any such agreement shall provide that, pursuant to such rights, if the registration of securities shall be conditioned (whether initiated by the Company or such that it shall not be inconsistent with or more favorable than the rights of the Holders provided in this Agreement, including the exclusion of such holder's holder or prospective holder's ) involves an underwriting and the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the securities held by such holder or prospective holder shall first be excluded from such registration under to the circumstances specified in SECTIONS 1 extent required by such limitation prior to any such exclusion of Registrable Securities of the Holders. Notwithstanding the foregoing provisions of this Section 8, the parties to this Agreement hereby consent to and 2approve the Series B Registration Rights Agreement.