Common use of Limitations on Registrations Clause in Contracts

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(g2.1(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 3,000,000 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 no event shall the Company it would be seriously detrimental required to the Company or its stockholders for effect a Demand Registration Statement to be filed in unless the near future, as evidenced by a certificate signed by the Chief Executive Officer Initiating Holders hold at least twenty-five percent (25%) of the Company and delivered to the Initiating Holdersoutstanding shares of Series C Preferred Stock, 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 required to exceed ninety include Xxxxxx Bay as long as Xxxxxx Bay (90or any of its Affiliates) days from the date of receipt of written request from the Initiating Holdersholds any Series C Preferred Stock; and (34) in no event shall the Company be required to effect, in the aggregate, more than three two (32) Demand RegistrationsRegistrations that are Underwritten Offerings; 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)(ii2.1(b).

Limitations on Registrations. The rights of the Investor Holders of Registrable Securities to request Demand Registrations pursuant to Section 2(g2.1(a) are subject to the following limitations: : (1i) in no event shall the Company be required to effect a Demand Registration until after the earlier of (A) an Initial Public Offering and (B) the first anniversary of this Agreement; (ii) in no event shall the Company be required to effect a Demand Registration unless the reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $1,000,000; provided, however, that the Company shall be required to effect a Demand Registration regardless of the aggregate offering price to in the public event that the Majority Investor Holders are disposing 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; them; and (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 (3iii) in no event shall the Company be required to effect, in the aggregate, more than three (3) four Demand Registrations; provided, however, that such number Investor Holders shall be increased deemed not to have expended a Demand Registration right to the extent the Company (x) 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(g)(ii)2.1(b) or (y) 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; and provided, further, that the Registration Expenses in connection with each other Demand Registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Limitations on Registrations. The rights of the Investor Holders of Registrable Securities to request Demand Registrations pursuant to Section 2(g2.1(a) are subject to the following limitations: : (1i) in no event shall the Company be required to effect a Demand Registration until after the earlier of (A) an Initial Public Offering and (B) the first anniversary of this Agreement; (ii) in no event shall the Company be required to effect a Demand Registration unless the reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, is at least $10,000,000; provided, however, that the Company shall be required to effect a Demand Registration regardless of the aggregate offering price to in the public event that the Majority Investor Holders are disposing 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; them; and (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 (3iii) in no event shall the Company be required to effect, in the aggregate, more than three (3) four Demand Registrations; provided, however, that such number Investor Holders shall be increased deemed not to have expended a Demand Registration right to the extent the Company (x) 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(g)(ii)2.1(b) or (y) 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; and provided, further, that the Registration Expenses in connection with each other Demand Registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Limitations on Registrations. The rights of Holders of Registrable Securities to request Demand Registrations pursuant to Section 2(g2.1(a) are subject to the following limitations: : (1i) in no event shall the Company be required to effect a Demand Registration unless until the reasonably anticipated aggregate earlier of (A) the third anniversary of this Agreement, (B) the completion of the continuous offering price to of Common Shares (or follow-on continuous offering of Common Shares), (C) the initial public offering of all Registrable Securities for which registration has been requested by HoldersCommon Shares in an Underwritten Offering, together with any shares sold by or (D) the listing of Common Shares on a national securities exchange or over-the-counter-market, (ii) the Company for its own account, will shall not be at least $5,000,000 obligated to effect a Demand Registration unless 120 days have elapsed since the last day that a prior Demand Registration Statement remained effective (or, if earlier, the foregoing is not satisfied, all day on which the last of the Registrable Securities held covered 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 such prior Demand Registration Statement to be filed in the near futurewas sold), 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 (3iii) in no event shall the Company be required to effect, in the aggregate, effect more than three 6 Demand Registrations (3) the "Initial Demands"), provided that when the Majority Holders own less than 35% of the issued and outstanding Common Shares on a fully diluted basis, the Company shall be required to effect no more than the lesser of the number of Initial Demands remaining and 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 for which the Company is required to pay Registration Expenses at least 75% of the number of Registrable Securities requested to be registered by the Holders by reason of Section 2(g)(ii2.1(b); and provided, further, that the Registration Expenses in connection with each other Demand Registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Limitations on Registrations. The rights of Holders of Registrable Securities to request Demand Registrations pursuant to Section 2(g2.1(a) are subject to the following limitations: : (1i) 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 Holdersuntil after March 15, together with any shares sold by 2008,(ii) the Company for its own account, will shall not be at least $5,000,000 obligated to effect a Demand Registration unless 150 days have elapsed since the last day that a prior Demand Registration Statement remained effective (or, if earlier, the foregoing is not satisfied, all day on which the last of the Registrable Securities held covered 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 such prior Demand Registration Statement to be filed in the near futurewas sold), 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 (3iii) in no event shall the Company be required to effect, in the aggregate, pay Registration Expenses of more than three (3) two Demand RegistrationsRegistrations by each of the Principal Stockholder and the Minority Stockholder; provided, however, (i) 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(g)(ii)2.1(b) and (ii) the Minority Stockholder shall be deemed not to have exercised a demand right to the extent the Principal Stockholder exercises its rights under Section 3.7 of the Stockholders’ Agreement; and provided, further, that the Registration Expenses in connection with each other Demand Registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.