Common use of Limitations on Registration Clause in Contracts

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 The Registrable Securities of the Holders so withdrawn from such underwriting shall also be withdrawn from such registration.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. If the registration of which the Company gives notice pursuant to this Section is 7 for the purpose of permitting registration (whether involving an underwritten or other offering) of Shares, only securities that are the Company shall have the right to be included in determine the underwriting may be included in aggregate size of the registration. Notwithstanding any provision of this Section, if the underwriter determines that marketing factors require a limitation of offering and to limit the number of Securities shares to be underwritten, registered at the request of Holder or any record owners of Shares issued hereunder (i"Registrable Stock") in the case of a registration pursuant to Section 3(a) 7(a), including the underwriter may eliminate right to exclude all shares to be to be registered at the request of Holder or reduce 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 Registrable Securities (but does not exclude) such Shares, the maximum number of the Holders shares to be included in the registration and underwriting, proportionately among the Holders based registered on the number behalf of any holder of Registrable Securities requested to Stock shall be included, and (ii) in the case of a registration pursuant to Section 3(b)(i), the underwriter shall allocate determined by multiplying the number of shares of Registrable Securities that may Stock such holder has properly requested be included in registered by a fraction, the underwriting among all Holders thereof, including the Initiating Holders, in proportion to the amount numerator of Registrable Securities owned by each Holder; provided, however, that which shall be the number of shares of Registrable Securities Common Stock to be included in such underwriting shall not be reduced unless registration by all other securities are first entirely excluded from selling shareholders, and the underwriting. The Company shall so advise denominator of which is the Holders in writing. No Registrable Securities number of the Holders excluded from the underwriting by reason shares of the underwriter’s marketing limitation shall Common Stock validly requested to be included in such registrationregistration by all holders of Common Stock having registration rights. If All registration rights with respect to any Holder disapproves 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 on Form S-3 or S-8, (ii) such time as the holder thereof has had the opportunity to register such shares hereunder and has declined or failed to so register such shares, or (iii) such time as counsel for the 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 such underwritingrestrictive legend set forth on the shares of Registrable Shares pertaining to securities law compliance may be removed. In addition, it or he or she may elect to withdraw therefrom by written notice the extent that any existing registration 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 the underwriter. The Registrable Securities of the Holders so withdrawn from shall be delayed or otherwise equitably subordinated to such underwriting shall also be withdrawn from prior rights until such registration. The registration prior 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 144are satisfied.

Limitations on Registration. If The rights of the registration of which the Company gives notice Purchasers pursuant to this Section 4.4 shall be subject to the following limitations: (i) If at any time or from time to time during the effectiveness of the Registration Statement, the Company is for an underwritten offeringengaged in or proposes to engage in a registered public offering of securities of the Company or any other transaction or activity which, 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 good faith determination of the number Board of Directors of the Company, would be adversely affected by offers or sales of the Registrable Securities pursuant to be underwrittenthe Registration Statement to the detriment of the Company, then the Purchasers shall, upon the written request by the Company, cease making offers and sales of the Registrable Securities pursuant to the Registration Statement (including sales pursuant to Rule 144 under the Securities Act) for the period of time specified by the Company, which period shall not (i) in the case of a registration pursuant registered public offering, exceed the period beginning ten days prior to Section 3(a) the underwriter may eliminate or reduce the number of Registrable Securities effective date of the Holders registration statement relating to be included in the registration such offering and underwriting, proportionately among the Holders based on the number of Registrable Securities requested to be includedending 120 days after such effective date, and (ii) in the case of a registration any other transaction or activity, exceed the period beginning ten days prior to, and ending 120 days after, the date of commencement of such other activity or date of consummation of such other transaction. Each Purchaser agrees to enter into such further agreements with the Company or any underwriter of securities of the Company deemed necessary by the Company or any such underwriter to carry out the purposes of this subsection (i). The period of time that the Company is obligated to maintain the effectiveness of the Registration Statement hereunder shall be tolled during the period the Purchasers must cease making offers and sales of the Registrable Securities pursuant to Section 3(b)(ithe Company's request under this subsection (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. . (ii) The Company shall so advise the Holders in writing. No Registrable Securities obligations 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 Company pursuant 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 (aSections 4.4(a) holds one percent (1%) or less of the outstanding principal amount of the Securities and (b) would shall cease (i) as to Registrable Securities sold or otherwise disposed of pursuant to the Registration Statement or Section 4(1) of the Securities Act, or sold or otherwise disposed of in any manner to a person which, by virtue of this Section 4.4, is not entitled to the rights provided by this Section 4.4, and (ii) as to Registrable Securities eligible for sale pursuant to Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar rule that may hereafter be permitted adopted. (iii) In no event shall the Company be obligated to sell all have more than one Registration Statement with respect to the registration of Registrable Securities under the Securities Act be effective at any given time, however if the conditions in (A) or (B) of Section 4.4(b)(i) are not satisfied and the resale of the Registrable Securities held by it, him or her within one three month period pursuant to the Registration Statement will no longer be allowed as a result of the 3 year limitation of Rule 144415 (effective December 1, 2005) promulgated under the Securities Act (or any other similar provision), the Company shall file additional Registration Statements and use its commercially reasonable efforts to fully satisfy the intent of this Section 4.4 to have the Registrable covered by an effective Registration Statement until such time as the he conditions in (A) or (B) of Section 4.4(b)(i) are satisfied. (iv) The rights and obligations of the Purchasers under this Section 4.4 may not be assigned or transferred to any person without the prior written consent of the Company except with respect to the Transfer of the Warrants (in which case such rights and obligations are transferred with such Warrants).

Limitations on Registration. If the registration of which the Company gives notice pursuant to this Section is 7(b) for the purpose of permitting registration (whether involving an underwritten or other offering) of Shares, only securities that are the Company shall have the right to be included in determine the underwriting may be included in aggregate size of the registration. Notwithstanding any provision of this Section, if the underwriter determines that marketing factors require a limitation of offering and to limit the number of Securities Shares to be underwritten, (i) in registered by the case holders of a registration Registrable Stock pursuant to Section 3(a) 7(b), including the underwriter may eliminate right to exclude all shares to be sold on behalf of holders of Registrable Stock if the Company's underwriters or reduce 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 Registrable Securities (but does not exclude) shares sold by selling shareholders, the maximum number of the Holders shares to be included in the registration and underwriting, proportionately among the Holders based registered on the number behalf of any holder of Registrable Securities requested to Stock shall be included, and (ii) in the case of a registration pursuant to Section 3(b)(i), the underwriter shall allocate determined by multiplying the number of shares of Registrable Securities that may Stock such holder has properly requested be included in registered by a fraction, the underwriting among all Holders thereof, including the Initiating Holders, in proportion to the amount numerator of Registrable Securities owned by each Holder; provided, however, that which shall be the number of shares of Registrable Securities Common Stock to be included in such underwriting shall not be reduced unless registration by all other securities are first entirely excluded from selling shareholders, and the underwriting. The Company shall so advise denominator of which is the Holders in writing. No Registrable Securities number of the Holders excluded from the underwriting by reason shares of the underwriter’s marketing limitation shall Common Stock validly requested to be included in such registrationregistration by all holders of Common Stock having registration rights. If All registration rights with respect to any Holder disapproves 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 on Form S-3 or S-8, (ii) such time as the holder thereof has had the opportunity to register such shares hereunder and has declined or failed to so register such shares, or (iii) such time as counsel for the 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 such underwritingrestrictive legend set forth on the shares of Registrable Shares pertaining to securities law compliance may be removed. In addition, it or he or she may elect to withdraw therefrom by written notice the extent that any existing registration 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 the underwritershall be delayed or otherwise equitably subordinated to such prior rights until such prior rights are satisfied. The Registrable Securities foregoing limitations shall not apply to the first registration statement filed on behalf of RIMCO or any of the Holders so withdrawn from RIMCO Partnerships, provided that RIMCO consents to 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 144inclusion.

Limitations on Registration. (a) Underwriters Cut-back. If the Holders initiating the --------------------- registration request under Section 2(a) or Section 4 (the "Initiating Holders") intend to distribute the Registrable Shares covered by their request by means of which the Company gives notice pursuant to this Section is for an underwritten offering, only they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 4, and the Company shall include in the applicable registration statement such information with respect thereto as may be set forth in such written request. The selection of the managing underwriter of any underwritten offering under Section 2 or Section 4 shall be made by a majority in interest of the Initiating Holders, with the consent of the Company (such consent not to be unreasonably withheld). In the case of an underwritten offering, the right of any Holder to include Registrable Shares in the related registration shall be conditioned upon the inclusion of such Holder's Registrable Shares in the underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder). All Holders proposing to distribute their securities through such underwritten offering shall (together with the Company as provided in Section 7(e)) enter into an underwriting agreement with customary terms with the underwriter or underwriters selected for such underwritten offering. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Initiating Holders in writing that are the number of Registrable Shares to be included in such registration by 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 Holders exceeds the number of Registrable Securities of Shares which can be sold in such offering without having an adverse effect on such offering, including the price at which such Registrable Shares can be sold, then the Initiating Holders to be included in the registration shall so advise all other participating Holders, 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 Shares that may be included in the underwriting underwritten offering shall be allocated among all Holders thereofparticipating Holders, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities Shares owned by each Holder; provided, however, that the number of shares of Registrable Securities Shares to be included in such underwriting underwritten offering shall not be reduced unless and until all other securities are first entirely shall have been excluded from the underwritingunderwritten offering. (b) Underwriters Cut-back in the Case of a Piggy-Back Registration. The -------------------------------------------------------------- If, in the case of a registration pursuant to Section 3, the managing underwriter advises the Company shall so advise in writing that the Holders in writing. No number of Registrable Securities of the Holders excluded from the underwriting by reason of the underwriter’s marketing limitation shall Shares requested to be included in the registration by all Persons (including the Company) exceeds the number of Registrable Shares which can be sold in such registration. If offering without having an adverse effect on such offering, including without limitation, the price at which such securities can be sold (the "Maximum Offering Size"), the Company will be obligated to include in such registration only (i) first, (x) if such registration was initiated by the Company for the sale of shares for its own account, any and all shares for sale by the Company, or (y) if such registration was initiated by any Holder disapproves or Holders pursuant to Section 2(a), any and all Registrable Shares included for sale by the Holders pursuant to such Section 2(a), (ii) second, to the extent of any remaining shares which may be sold in such underwritingoffering without exceeding the Maximum Offering Size, it or he or she may elect each Holder shall be entitled to withdraw therefrom include any and all Registrable Shares held by written notice such Holder in the registration (pro rata based on the total number of such Registrable Shares held by the Holder compared to the Company and the underwriter. The Registrable Securities shares of common stock of the Holders so withdrawn from such underwriting shall also be withdrawn from such registration. The Company covered by piggy-back registration rights granted under this Section 3 shall terminate as to a Holder held by other persons exercising such registration rights in the registration); and (iii) third, if such Person (a) holds one percent (1%) or less registration was not initiated by the Company for the sale of shares for its own account, to the outstanding principal amount extent of any remaining shares which may be sold in such offering, without exceeding the Securities and (b) would be permitted to sell all of Maximum Offering Size, any shares for sale by the Registrable Securities held by it, him or her within one three month period pursuant to Rule 144Company.

Limitations on Registration. If the registration of which the Company gives notice pursuant Pursuant to this Section is 7(b) for the purpose of permitting registration (whether involving an underwritten or other offering) of Shares, only securities that are the Company shall have the right to be included in determine the underwriting may be included in aggregate size of the registration. Notwithstanding any provision of this Section, if the underwriter determines that marketing factors require a limitation of offering and to limit the number of Securities Shares to be underwritten, (i) in registered by the case holders of a registration Registrable Stock pursuant to Section 3(a) 7(b), including the underwriter may eliminate right to exclude all shares to be sold on behalf of holders of Registrable Stock if the Company's underwriters or reduce 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 Registrable Securities (but does not exclude) shares sold by selling shareholders, the maximum number of the Holders shares to be included in the registration and underwriting, proportionately among the Holders based registered on the number behalf of any holder of Registrable Securities requested to Stock shall be included, and (ii) in the case of a registration pursuant to Section 3(b)(i), the underwriter shall allocate determined by multiplying the number of shares of Registrable Securities that may Stock such holder has properly requested be included in registered by a fraction, the underwriting among all Holders thereof, including the Initiating Holders, in proportion to the amount numerator of Registrable Securities owned by each Holder; provided, however, that which shall be the number of shares of Registrable Securities Common Stock to be included in such underwriting shall not be reduced unless registration by all other securities are first entirely excluded from shareholders, and the underwriting. The Company shall so advise denominator of which is the Holders in writing. No Registrable Securities number of the Holders excluded from the underwriting by reason shares of the underwriter’s marketing limitation shall Common Stock validly requested to be included in such registrationregistration by all holders of Common Stock having registration rights. If All registration rights with respect to any Holder disapproves 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 on Form S-3 or S-8, (ii) such time as the holder thereof has had the opportunity to register such shares hereunder and has declined or failed to so register such shares, or (iii) such time as counsel for the 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 such underwritingrestrictive legend set forth on the shares of Registrable Shares pertaining to securities law compliance may be removed. In addition, it or he or she may elect to withdraw therefrom by written notice the extent that any existing registration 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 the underwritershall be delayed or otherwise equitably subordinated to such prior rights until such prior rights are satisfied. The Registrable Securities foregoing limitations shall not apply to the first registration statement filed on behalf of RIMCO or any of the Holders so withdrawn from RIMCO Partnerships, provided that RIMCO consents to 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 144inclusion.