Common use of Limitations on Registration Clause in Contracts

Limitations on Registration. The Company shall not be --------------------------- required to file a registration statement pursuant to this Section 2.1(a) which would become effective within (i) the Holdback Period, or such shorter period as agreed to by the lead managing underwriter for the Company's Initial Public Offering, following the effective date of a registration statement filed by the Company with the Commission pertaining to an Initial 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 (ii) 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 Joint Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2, or (b) if it would violate any restriction or prohibition requested by any managing underwriter for the Company's Initial Public Offering. In no event shall the Company be required to effect more than one (1) registration pursuant to Section 2.1.1 and one (1) registration pursuant to Section 2.1.2. 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 registration 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 or from the first date upon which the Company is required to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay"); provided, however, if there shall occur any such delay in the registration hereunder, then the holders of the Registrable Securities shall be entitled, (i) for a period of thirty (30) days after the Period of Delay, to effect a Demand registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari ---- pasu) or prior to a registered Public Offering by the Company (other than such a ---- Public Offering by the Company on Form S-4 or S-8), and (ii) to effect a registration under Section 2.

Limitations on Registration. The Company shall not be --------------------------- required obligated to file 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 this Section 2.1(a) Subsection 2.1(b), in which would become effective within (i) the Holdback Period, or case such shorter period as agreed to by the lead managing underwriter for the Company's Initial Public Offering, following the effective date of a withdrawn registration statement filed by the Company with the Commission pertaining to an Initial Public Offering shall be counted as “effected” for the account purposes 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 (ii) 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 Joint Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2, or (b) if it would violate any restriction or prohibition requested by any managing underwriter for the Company's Initial Public Offering. In no event shall the Company be required to effect more than one (1) registration pursuant to Section 2.1.1 and one (1) registration pursuant to Section 2.1.2. 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 registration 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 or from the first date upon which the Company is required to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay"this Subsection 2.1(g); provided, however, that if there shall occur any such delay in withdrawal is during a period the registration hereunderCompany has deferred taking action pursuant to Subsection 2.1(f), then the holders Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of the Registrable Securities shall be entitled, (i) for a period of thirty (30) days after the Period of Delay, to effect a Demand registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari ---- pasu) or prior to a registered Public Offering by the Company (other than such a ---- Public Offering by the Company on Form S-4 or S-8this Subsection 2.1(g), and (ii) to effect a registration under Section 2.

Limitations on Registration. The Company shall not be --------------------------- required obligated to file a registration statement pursuant to this Section 2.1(a) which would become effective within (i) the Holdback Periodeffect, or such shorter period as agreed to by the lead managing underwriter for the Company's Initial Public Offeringtake any action to effect, following the effective date of a registration statement filed by the Company with the Commission pertaining to an Initial 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 (ii) 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 Joint Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2(a) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be then be eligible to be registered on Form S-3 pursuant to a request made pursuant to Section (b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section (b) if it would violate any restriction or prohibition requested by any managing underwriter for the Company's Initial Public Offering. In no event shall the Company be required to effect more than one has effected two (12) registration registrations pursuant to Section 2.1.1 (b) within the twelve (12)-month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section (c) (i) 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 and one (1) elect not to pay the registration expenses pursuant to Section 2.1.2. Notwithstanding the foregoing, if2.7, in the good faith determination which case such withdrawn registration statement shall be counted as “effected” for purposes 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 registration 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 or from the first date upon which the Company is required to effect the registration contemplated by this Section 2.1.1, as applicable (the "Period of Delay"c); provided, however, if there shall occur any such delay in the event that a withdrawal by the Holders is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration hereunderat the time of their request for registration under this Section 2.1, then such registration shall not be treated as “effected” for purposes of this Section 2.1, even though the holders Holders do not bear the registration expenses for such registration, (ii) if such registration statement is not maintained effective for the period required pursuant to Section 2.5(a) or (iii) if the offering of the Registrable Securities pursuant to such registration statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled, entitled to an additional registration pursuant to Section (ia) for a period of thirty (30) days after the Period of Delay, to effect a Demand registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari ---- pasu) or prior to a registered Public Offering by the Company (other than such a ---- Public Offering by the Company on Form S-4 or S-8), and (ii) to effect a registration under Section 2in lieu thereof.

Limitations on Registration. The Company shall not be --------------------------- required to prepare and file a registration statement pursuant to this Section 2.1(a2, above, (a) which would become effective within (i) the Holdback Period, or such shorter period as agreed to by the lead managing underwriter for the Company's Initial Public Offering, following the effective date of a registration statement filed by the Company with the Commission pertaining to an Initial 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 (ii) 120 days six months following the effective date of a registration statement (other than a registration statement filed on Form S-4 S-8 or S-8any successor form) filed by the Company with the Commission pertaining to any subsequent Public Offering for the account an underwritten public offering of the Company or another holder of securities of the Company if the Joint Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2securities, or (b) if it would violate any restriction or prohibition requested by any managing underwriter for the Company's Initial Public Offering. In no event shall the Company be required in good faith gives written notice to effect more than one (1) registration pursuant to Section 2.1.1 and one (1) registration pursuant to Section 2.1.2. Notwithstanding the foregoing, if, Holders of the Registerable Securities stating that in the good faith determination judgment of a majority of the board of directors it would be detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's Board of Directors, obligation to use its best efforts to file 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 registration statement shall be delayed deferred for a period not in excess of 90 days in the aggregate from the date of the Company's receipt of the Demand or from the first date upon which the Company is required to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay")exceed 135 days; provided, however, that the Company shall not obtain such a deferral more than one time in any 12 month period, (c) if there the Holders, together with the holders of any other securities of the Company entitled to be included in such registration, propose to sell Registrable Securities and other securities of the Company (if any) at any aggregate price to the public of less than $1 million, (d) if in any given 12-month period, the Company has effected a registration pursuant to Section 2, above, at the request of a Holder, or (e) which is effected more than three years after the date of this Agreement. If a requested registration pursuant to Section 2, above, involves an underwritten offering, and the managing underwriter shall occur any advise the Company in writing that, in its opinion, the number of securities 3 requested to be included in such delay registration (including securities of the Company which are not Registerable Securities) exceeds the maximum dollar amount or number that can be sold in such offering without materially adversely affecting the registration hereunderproposed offering price, the timing, the distribution method or the probability of success of such offering (the "Maximum Number of Demand Shares"), then the holders Company shall include in any such registration to the extent of the Registrable Securities shall Maximum Number of Demand Shares which the Company is so advised can be entitled, sold in such offering (i) for a period of thirty (30) days after the Period of Delayfirst, Registerable Securities requested to effect a Demand be included in such registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari ---- pasu) or prior to a registered Public Offering by the Company (other than Holder or Holders of Registerable Securities pro rata among such a ---- Public Offering Holders on the basis of the number of Registerable Securities requested to be included by the Company on Form S-4 or S-8)such Holders, and (ii) second, to effect a the extent the Maximum Number of Demand Shares has not been reached under the foregoing clause (i), other securities of the Company proposed to be included in such registration under Section 2without exceeding the Maximum Number of Demand Shares, in accordance with the priorities, if any, then existing among the Company and the holders of such other securities.

Limitations on Registration. The Company shall not be --------------------------- required to --------------------------- file a registration statement pursuant to this Section 2.1(a) 2.1 which would become effective within (i) the Holdback Period180 days, or such shorter period as agreed to by the lead managing underwriter for the Company's Initial Public Offering, following the effective date of a registration statement filed by the Company with the Commission pertaining to an Initial 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 (ii) 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 Joint Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2, or (b) if it would violate any restriction or prohibition requested by any managing underwriter for the Company's Initial Public Offering. In no event shall the Company be required to effect more than one (1) registration pursuant to Section 2.1.1 and one (1) registration pursuant to Section 2.1.2. 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 registration 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 or from the first date upon which the Company is required to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay"); provided, however, if there shall occur any such delay in the registration hereunder, then the holders of the Registrable Securities shall be entitled, (i) for a period of thirty (30) days after the Period of Delay, to effect a Demand registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari ---- pasu) or prior to a registered Public Offering by the Company (other than such a ---- Public Offering by the Company on Form S-4 or S-8), and (ii) to effect a registration under Section 2. 1.1 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari pasu) or ---- ---- prior to a registered Public Offering by the Company (other than such a Public Offering by the Company on Form S-4 or S-8) .

Limitations on Registration. The If the Company gives notice Pursuant to Section 7(b) for the purpose of permitting registration (whether involving an underwritten or other offering) of Shares, the Company shall have the right to determine the aggregate size of the offering and to limit the number of Shares to be registered by the holders of Registrable Stock pursuant to Section 7(b), including the right to exclude all shares to be sold on behalf of holders of Registrable Stock if the Company's underwriters or financial advisers determine such exclusion is necessary or advisable to insure a successful offering of the Company securities. If the Company limits the number of (but does not exclude) shares sold by selling shareholders, the maximum number of shares to be --------------------------- required registered on behalf of any holder of Registrable Stock shall be determined by multiplying the number of shares of Registrable Stock such holder has properly requested be registered by a fraction, the numerator of which shall be the number of shares of Common Stock to file be included in such registration by all shareholders, and the denominator of which is the number of shares of Common Stock validly requested to be included in such registration by all holders of Common Stock having registration rights. All registration rights with respect to any shares of Registrable Stock shall lapse and terminate at the earlier of (i) such time as such shares have been actually registered once on a registration statement pursuant on Form S-3 or S-8, (ii) such time as the holder thereof has had the opportunity to this Section 2.1(a) which would become effective within (i) the Holdback Period, register such shares hereunder and has declined or failed to so register such shorter period as agreed to by the lead managing underwriter for the Company's Initial Public Offering, following the effective date of a registration statement filed by the Company with the Commission pertaining to an Initial 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 Offeringshares, or (iiiii) 120 days following such time as counsel for the effective date Company makes a good faith determination that all of the shares of Registrable Stock may be sold into public markets under Rule 144 promulgated under the Securities Act, or otherwise, in a period of nine months or less and that any restrictive legend set forth on the shares of Registrable Shares pertaining to securities law compliance may be removed. In addition, to the extent that any existing registration statement (other than a rights of the Company conflict with the provisions of this Section 7, the registration rights provided herein shall be subject to any previously granted registration rights with respect to the Company securities and shall be delayed or otherwise equitably subordinated to such prior rights until such prior rights are satisfied. The foregoing limitations shall not apply to the first registration statement filed on Form S-4 behalf of RIMCO 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 Joint Stockholders were afforded the opportunity RIMCO Partnerships, provided that RIMCO consents to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2, or (b) if it would violate any restriction or prohibition requested by any managing underwriter for the Company's Initial Public Offering. In no event shall the Company be required to effect more than one (1) registration pursuant to Section 2.1.1 and one (1) registration pursuant to Section 2.1.2. 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 registration 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 or from the first date upon which the Company is required to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay"); provided, however, if there shall occur any such delay in the registration hereunder, then the holders of the Registrable Securities shall be entitled, (i) for a period of thirty (30) days after the Period of Delay, to effect a Demand registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari ---- pasu) or prior to a registered Public Offering by the Company (other than such a ---- Public Offering by the Company on Form S-4 or S-8), and (ii) to effect a registration under Section 2inclusion.

Limitations on Registration. The Company shall not be --------------------------- required to --------------------------- file a registration statement pursuant to this Section 2.1(a) which would become effective within (i) the Holdback Period, or such shorter period as agreed to by the lead managing underwriter for the Company's Initial Public Offering, following the effective date of a registration statement filed by the Company with the Commission pertaining to an Initial 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 (ii) 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 Joint Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2, or (b) if it would violate any restriction or prohibition requested by any managing underwriter for the Company's Initial Public Offering. In no event shall the Company be required to effect more than one (1) registration pursuant to Section 2.1.1 and one (1) registration pursuant to Section 2.1.2. 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 registration 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 or from the first date upon which the Company is required to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay"); provided, however, if there shall occur any such delay in the registration hereunder, then the holders of the Registrable Securities shall be entitled, (i) for a period of thirty (30) days after the Period of Delay, to effect a Demand registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari ---- pasu) or prior to a registered Public Offering by ---- ---- the Company (other than such a ---- Public Offering by the Company on Form S-4 or S-8)S- 8), and (ii) to effect a registration under Section 2.

Limitations on Registration. The If the Company shall not be --------------------------- required to file a registration statement gives notice pursuant to this Section 2.1(a7 for the purpose of permitting registration (whether involving an underwritten or other offering) of Shares, the Company shall have the right to determine the aggregate size of the offering and to limit the number of shares to be registered at the request of Holder or any record owners of Shares issued hereunder ("Registrable Stock") pursuant to Section 7(a), including the right to exclude all shares to be to be registered at the request of Holder or any record owners of Registrable Stock if the Company's underwriters or financial advisers determine such exclusion is necessary or advisable to insure a successful offering of the Company securities. If the Company limits the number of (but does not exclude) such Shares, the maximum number of shares to be registered on behalf of any holder of Registrable Stock shall be determined by multiplying the number of shares of Registrable Stock such holder has properly requested be registered by a fraction, the numerator of which would become effective within shall be the number of shares of Common Stock to be included in such registration by all selling shareholders, and the denominator of which is the number of shares of Common Stock validly requested to be included in such registration by all holders of Common Stock having registration rights. All registration rights with respect to any shares of Registrable Stock shall lapse and terminate at the earlier of (i) the Holdback Period, or such shorter period time as agreed to by the lead managing underwriter for the Company's Initial Public Offering, following the effective date of such shares have been actually registered once on a registration statement filed by on Form S-3 or S-8, (ii) such time as the Company with holder thereof has had the Commission pertaining opportunity to an Initial Public Offering for the account of the Company, provided that no other holder of the Company's securities shall have been permitted register such shares hereunder and has declined or failed to participate in so register such Initial Public Offeringshares, or (iiiii) 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 such time as counsel for the Company with makes a good faith determination that all of the Commission shares of Registrable Stock may be sold into public markets under Rule 144 promulgated under the Securities Act, or otherwise, in a period of nine months or less and that any restrictive legend set forth on the shares of Registrable Shares pertaining to securities law compliance may be removed. In addition, to the extent that any subsequent Public Offering for the account existing registration rights of the Company or another holder conflict with the provisions of securities of this Section 7, the registration rights provided herein shall be subject to any previously granted registration rights with respect to the Company if the Joint Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2, or (b) if it would violate any restriction or prohibition requested by any managing underwriter for the Company's Initial Public Offering. In no event securities and shall the Company be required to effect more than one (1) registration pursuant to Section 2.1.1 and one (1) registration pursuant to Section 2.1.2. 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 registration 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 or from the first date upon which the Company is required otherwise equitably subordinated to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay"); provided, however, if there shall occur any such delay in the registration hereunder, then the holders of the Registrable Securities shall be entitled, (i) for a period of thirty (30) days after the Period of Delay, to effect a Demand registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the until such prior rights hereunder shall be pari ---- pasu) or prior to a registered Public Offering by the Company (other than such a ---- Public Offering by the Company on Form S-4 or S-8), and (ii) to effect a registration under Section 2are satisfied.

Limitations on Registration. The If the Company gives notice pursuant to Section 7(b) for the purpose of permitting registration (whether involving an underwritten or other offering) of Shares, the Company shall have the right to determine the aggregate size of the offering and to limit the number of Shares to be registered by the holders of Registrable Stock pursuant to Section 7(b), including the right to exclude all shares to be sold on behalf of holders of Registrable Stock if the Company's underwriters or financial advisers determine such exclusion is necessary or advisable to insure a successful offering of the Company securities. If the Company limits the number of (but does not exclude) shares sold by selling shareholders, the maximum number of shares to be --------------------------- required registered on behalf of any holder of Registrable Stock shall be determined by multiplying the number of shares of Registrable Stock such holder has properly requested be registered by a fraction, the numerator of which shall be the number of shares of Common Stock to file be included in such registration by all selling shareholders, and the denominator of which is the number of shares of Common Stock validly requested to be included in such registration by all holders of Common Stock having registration rights. All registration rights with respect to any shares of Registrable Stock shall lapse and terminate at the earlier of (i) such time as such shares have been actually registered once on a registration statement pursuant on Form S-3 or S-8, (ii) such time as the holder thereof has had the opportunity to this Section 2.1(a) which would become effective within (i) the Holdback Period, register such shares hereunder and has declined or failed to so register such shorter period as agreed to by the lead managing underwriter for the Company's Initial Public Offering, following the effective date of a registration statement filed by the Company with the Commission pertaining to an Initial 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 Offeringshares, or (iiiii) 120 days following such time as counsel for the effective date Company a good faith determination that all of the shares of Registrable Stock may be sold into public markets under Rule 144 promulgated under the Securities Act, or otherwise, in a period of nine months or less and that any restrictive legend set forth on the shares of Registrable Shares pertaining to securities law compliance may be removed. In addition, to the extent that any existing registration statement (other than a rights of the Company conflict with the provisions of this Section 7, the registration rights provided herein shall be subject to any previously granted registration rights with respect to the Company securities and shall be delayed or otherwise equitably subordinated to such prior rights until such prior rights are satisfied. The foregoing limitations shall not apply to the first registration statement filed on Form S-4 behalf of RIMCO 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 Joint Stockholders were afforded the opportunity RIMCO Partnerships, provided that RIMCO consents to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2, or (b) if it would violate any restriction or prohibition requested by any managing underwriter for the Company's Initial Public Offering. In no event shall the Company be required to effect more than one (1) registration pursuant to Section 2.1.1 and one (1) registration pursuant to Section 2.1.2. 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 registration 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 or from the first date upon which the Company is required to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay"); provided, however, if there shall occur any such delay in the registration hereunder, then the holders of the Registrable Securities shall be entitled, (i) for a period of thirty (30) days after the Period of Delay, to effect a Demand registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari ---- pasu) or prior to a registered Public Offering by the Company (other than such a ---- Public Offering by the Company on Form S-4 or S-8), and (ii) to effect a registration under Section 2inclusion.