Limitations on Registration on Demand Sample Clauses

Limitations on Registration on Demand. Following the Restriction End Date, Echo shall not be required to have a registration statement declared effective pursuant to a Demand Registration until at least 90 days after the effective date of any other registration statement filed by Echo pursuant to a previous Demand Registration. The aggregate offering value of the Registrable Securities to be registered pursuant to any such registration shall be at least $100 million (determined as of the date the Holder Demand is made), unless the registration demand is for the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates.
AutoNDA by SimpleDocs
Limitations on Registration on Demand. The Company ------------------------------------- shall not be required to prepare and file a registration statement pursuant to this Section 2.1 which would become effective within (a) 180 days following the effective date of a registration statement filed by the Company with the Commission pertaining to an initial underwritten Public Offering of convertible debt securities or equity securities for cash (a "Public Offering") for the account of the Company, provided that no other holder of the Company's securities shall have been permitted to participate in such initial Public Offering, or (b) 120 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 Company with the Commission pertaining to any subsequent Public Offering for the account of the Company or another holder of securities of the Company if the Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2. In no event shall the Company be required to effect more than two (2) registrations pursuant to this Section 2.1. Notwithstanding the foregoing, if, in the good faith determination of the Company's Board of Directors, a registration would adversely affect certain activities of the Company to the material detriment of the Company, then the Company may at its option direct that such Demand be delayed for a period not in excess of 90 days in the aggregate from the date of the Company's receipt of the Demand. The rights of the holders of Registrable Securities to cause a Demand registration to be effected hereunder are subject to the prior rights of the investors in the private offering contemplated by the Memorandum (the "Offering") to effect a registration pursuant to the last sentence of Section 2.1.7 of the Registration Rights Agreement to be entered into by the Company in connection with the Private Offering, the form of which is attached to the Memorandum.
Limitations on Registration on Demand. (i) In no event shall the Trust be required to effect more than three registrations pursuant to this Section 2.1. (ii) Notwithstanding anything herein, if the Trust reasonably believes that the filing of a registration statement with the Commission would adversely affect the contemplated activities of the Trust, then the Trust may postpone the filing of the applicable registration statement for a period not in excess of 60 days or, in the event the filing is being postponed in connection with a proposed underwritten public offering of the Trust's securities, for such longer period (not to exceed an additional 30 days) as may be reasonably requested by the managing underwriter for such proposed offering. (iii) Notwithstanding anything herein, if the filing of a registration statement pursuant to this Agreement would require the Trust to include in a filing with the Commission financial statements of probable or completed acquisitions in order that such registration statement be in compliance with rules and regulations of the Commission, then the Trust may delay the filing of such registration statement until it has included the requisite financial statements (including any necessary pro forma financial information) in a filing with the Commission.
Limitations on Registration on Demand. The Holders shall be entitled to require the Company to effect, and the Company shall be required to effect, two (2) registrations in the aggregate pursuant to this Section 2.1 (each, a "Demand Registration"); provided, however, that the Company shall not be required to have a registration statement declared effective pursuant to a Demand Registration until at least 90 days after the effective date of any other registration statement filed by the Company pursuant to a previous Demand Registration. The aggregate offering value of the shares to be registered pursuant to any such registration shall be at least $15 million (determined as of the date the demand is made), unless the registration is of the balance of the Registrable Securities held by the Holders.
Limitations on Registration on Demand. The Company shall not be required to prepare and file a regis- tration statement pursuant to this Section 2.1 which would become effective within 90 days following the effective date of a registration statement (other than a registration statement filed on Form S-8) filed by the Company with the Commission pertaining to an underwritten public offering of convertible debt securities or equity securities for cash for the account of the Company or another holder of securities of the Company or if the Company gives written notice to RHI within 10 days of receipt of a Demand that the Company will initiate within 30 days the preparation of such registration statement, and in each such case RHI was afforded the opportunity to include Reg- istrable Securities in such registration pursuant to Section 2.2 (unless the managing underwriter for such registra- tion is of the opinion that such inclusion would adversely affect the Company's ability to complete its underwritten offering). Notwithstanding anything in this Section 2.1 to the contrary, in no event shall the Company be required to effect (i) in the aggregate, more than three registrations pursuant to this Section 2.1 (other than registrations pertaining to Spe- cial Securities, which shall be unlimited in number and not otherwise reduce the number of registrations available to the Company pursuant to this Section 2.1) and (ii) more than one registration pursuant to this Section 2.1 in any 180-day period (other than registrations pertaining to Special Securities, which shall not affect or be affected by this clause (ii)).
Limitations on Registration on Demand. The Company shall be required to effect eight (8) registrations in the aggregate pursuant to this Section 2.1, other than registrations on Form S-3, which shall not be subject to this limitation, of which (i) the NMP Holders (or the Permitted Assignees of the NMP Holders to the extent permitted by Section 4.10 hereof) shall be entitled to require the Company to effect six (6) registrations in the aggregate, including for an Initial Public Offering, and (ii) after an Initial Public Offering, the Ten Percent Holders shall be entitled to require the Company to effect two (2) registrations in the aggregate (each, a “Demand Registration”); provided that the Company shall not be required to effect a Demand Registration until at least ninety (90) days after the effective date of any other registration statement filed by the Company pursuant to a previous Demand Registration. The aggregate offering value of the Registrable Securities to be registered pursuant to any Demand Registration shall be at least $10 million (determined as of the date the demand is made), unless the registration is of the balance of the Registrable Securities held by all the Holders.
Limitations on Registration on Demand. The Holders shall be entitled to require the Company to effect, and the Company shall be required to effect, four (4) registrations in the aggregate pursuant to this Section 2.1 (each, a “Demand Registration”): provided, however, that the Company shall not be required to have a registration statement declared effective pursuant to a Demand Registration until at least 90 days after the effective date of any other registration statement filed by the Company pursuant to a previous Demand Registration.
AutoNDA by SimpleDocs
Limitations on Registration on Demand. The Company shall not be required to prepare and file a registration statement pursuant to this Section 2.1 which would become effective within 120 days following the effective date of a registration statement (other than a registration statement filed on Form S-8) filed by the Company with the Commission pertaining to an underwritten public offering of convertible debt securities or equity securities for cash for the account of the Company or another holder of securities of the Company if SB Bio was afforded the opportunity to include at least fifty (50%) percent of its Registrable Securities in such registration pursuant to Section 2.2. In no event shall the Company be required to effect (i) in the aggregate, more than three registrations pursuant to this Section 2.1, (ii) more than one registration pursuant to this Section 2.1 in any 180 day period and (iii) any registration, if, in the good faith determination of the Company's Board of Directors, such registration would adversely affect certain activities of the Company to the material detriment of the Company, then the Company may at its option direct that such Demand be delayed for a period not in excess of 90 days from the date of the Company's receipt of the Demand, such right to delay a Demand shall be exercised by the Company not more than once in any twelve month period.
Limitations on Registration on Demand. Shelf Registrations. The Company shall not be required to prepare and file a Registration Statement pursuant to this Section 2.1 if,
Limitations on Registration on Demand. The Company shall not be obligated to file any Demand Registration Statement upon the request of a Holder pursuant to this Section 2.1 within 180 days after the effective date of a Piggyback Registration Statement in which such Holder was permitted to register, and actually sold pursuant to such Piggyback Registration Statement, at least 67% of the Registrable Securities requested to be included therein by such Holder.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!