Limitations on Registrations. The registration rights granted to Initiating Holders pursuant to this Section 4.2 are subject to the following limitations:
(i) the Initiating Holders shall determine the method of distribution of the Securities to be registered in a Demand Registration and if an underwritten offering, shall select the managing underwriter of such offering, except that if the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheld, and the co-managing underwriter shall be selected by the Company with the approval of the Initiating Holders, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders;
(ii) the Company shall not be obligated to file a registration statement under this Section 4.2 unless (X) (i) the total number of shares of Registrable Securities requested to be included in such offering by the Initiating Holders and all other securities holders who have requested to participate in such offering equals or exceeds 2.5% of the number of shares of Common Stock outstanding on a fully diluted basis or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Y) if the Initiating Holder does not hold at least 5% of the total Shares outstanding at the time such demand is made, and the aggregate gross offering price of such offering is at least $15,000,000; and
(iii) the Company shall be entitled to postpone for a reasonable time not exceeding 180 days at any one time, and not to exceed 360 days in any 720-day period, the filing of any registration statement under this Section 4.2 if, at the time it receives a ...
Limitations on Registrations. The Company shall not register any of its securities for sale for its own account (other than securities issued to employees of the Company under an employee benefit plan or securities issued to effect a business combination pursuant to Rule 145 promulgated under the Securities Act and other than a registration on Form S-3) except as a firm commitment underwriting.
Limitations on Registrations. (i) The rights of the Majority Investor Holders to request Demand Registrations pursuant to Section 2.1(a) are subject to the limitation that in no event shall the Company be obligated to pay Registration Expenses of more than four Demand Registrations initiated by the Majority Investor Holders; provided, however, (x) that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration for which the Company is required to pay Registration Expenses the number of Registrable Securities requested to be registered by the Holders by reason of Section 2.1(b) and (y) the Investor Holders shall be deemed not to have expended a Demand Registration right to the extent the Company terminates a Shelf Registration pursuant to Section 2.3 prior to the time that all Registrable Securities covered by such Shelf Registration have been sold.
Limitations on Registrations. The rights of Holders of Registrable Securities to request Demand Registrations pursuant to Section 2(g) are subject to the following limitations:
(1) in no event shall the Company be required to effect a Demand Registration unless the reasonably anticipated aggregate offering price to the public of all Registrable Securities for which registration has been requested by Holders, together with any shares sold by the Company for its own account, will be at least $5,000,000 or, if the foregoing is not satisfied, all of the Registrable Securities held by the Holders requiring registration are included in the Demand Registration;
(2) if in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its stockholders for a Demand Registration Statement to be filed in the near future, as evidenced by a certificate signed by the Chief Executive Officer of the Company and delivered to the Initiating Holders, in which case the Company’s obligation to use its reasonable best efforts to comply with this Section 2(g)(iii)(2) shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; and
(3) in no event shall the Company be required to effect, in the aggregate, more than three (3) Demand Registrations; provided, however, that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration the number of Registrable Securities requested to be registered by the Holders by reason of Section 2(g)(ii).
Limitations on Registrations. The rights of Holders of Registrable Securities to request Demand Registrations pursuant to Section 2.1(a) are subject to the following limitations:
(1) in no event shall the Company be required to effect a Demand Registration unless the reasonably anticipated aggregate offering price to the public of all Registrable Securities for which registration has been requested by Holders, together with any shares sold by the Company for its own account, will be at least $5,000,000;
(2) in no event shall the Company be required to effect a Demand Registration prior to 91 calendar days after a prior Demand Registration Statement is declared effective by the SEC; and
(3) in no event shall the Company be required to effect a Demand Registration at any time during the period commencing with the filing of the Initial Registration Statement or the Additional Registration Statement with the SEC and ending with the earlier of (x) the effectiveness of the Initial Registration Statement or the Additional Registration Statement, as applicable, and (y) the applicable Effectiveness Deadline.
(4) in no event shall the Company be required to effect, in the aggregate, more than three Demand Registrations; PROVIDED, HOWEVER, that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration the number of Registrable Securities requested to be registered by the Holders by reason of SECTION 2.1(B).
Limitations on Registrations. The rights of Investors of Registrable Securities to request Demand Registrations pursuant to Section 2(a)(i) are subject to the following limitations:
(1) in no event shall the Company be required to effect a Demand Registration unless the reasonably anticipated aggregate offering price to the public of all Registrable Securities for which registration has been requested by Investors, together with any shares sold by the Company for its own account, will be at least $1,000,000 or, if the foregoing is not satisfied, all of the Registrable Securities held by the Investors requiring registration are included in the Demand Registration; and
(2) in no event shall the Company be required to effect, in the aggregate, more than one (1) Demand Registration in any twelve (12) month period involving an Underwritten Offering; provided, however, (x) such number shall be increased to the extent the Company does not include in what would otherwise be the final registration the number of Registrable Securities requested to be registered by the Investors by reason of Section 2(a)(ii) and (y) there is no limitation on the number of Demand Registrations that will be Shelf Registrations.
Limitations on Registrations. If the Issuer has determined in good faith that a Valid Business Reason exists, (i) the Issuer may postpone filing a registration statement relating to a Shelf Registration or effecting an Underwritten Shelf Takedown until such Valid Business Reason no longer exists and (ii) in the case of a registration statement which has been filed relating to a Shelf Registration, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement or may suspend other required registration actions under this Agreement. The Issuer shall give written notice to all Holders joining in the request for registration or an Underwritten Shelf Takedown of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The Issuer may not effect any such postponement or withdrawal due to a Valid Business Reason under this Section 3.2(c) more than twice in any twelve month period, and such postponement or withdrawal may not exceed an aggregate period of 150 days in any such twelve month period or 90 days individually.
Limitations on Registrations. In no event shall the Company be required to effect more than three (3) Demand Registrations in total, or more than one (1) Demand Registration in any six (6) month period, pursuant to Section 2.1(a).
Limitations on Registrations. The rights of Holders of ---------------------------- Registrable Securities to request Demand Registrations pursuant to Section 2.1(a) are subject to the following limitations: In no event shall the Company be required to effect more than one (1) Demand Registration; provided, however, -------- ------- that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration the number of Registrable Securities requested to be registered by the Holders by reason of Section 2.1(b).
Limitations on Registrations. The rights of Investors of Registrable Securities to request Demand Registrations pursuant to Section 2(a)(i) are subject to the following limitations:
(1) in no event shall the Company be required to effect a Demand Registration if the Registrable Securities of the Initiating Investors are eligible to be resold as of the date of such Request without restrictions pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable), on any day during the period commencing thirty (30) Trading Days prior to the date of such Request, unless the aggregate dollar trading volume (as reported by Bloomberg, L.P.) of the class of equity of the Registrable Securities on the principal market or exchange on which such security is listed or designated for quotation is less than $100,000; and
(2) in no event shall the Company be required to effect, in the aggregate, more than two (2) Demand Registrations; provided, however, that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration the number of Registrable Securities requested to be registered by the Investors by reason of Section 2(a)(ii).
