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).
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Samples: Registration Rights Agreement (Prentice Capital Management, LP)
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; PROVIDEDprovided, HOWEVERhowever, 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(BSection 2.1(b).
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Samples: Registration Rights Agreement (Ascendia Brands, Inc.)
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 five Demand Registrations; PROVIDEDprovided, HOWEVERhowever, 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)Section 2.1(b) .
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Samples: Registration Rights Agreement (Prentice Capital Management, LP)
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:
: (1i) in no event shall the Company be required to effect a Demand Registration until after March 15, 2008,(ii) the Company shall not be obligated to effect a Demand Registration unless 150 days have elapsed since the reasonably anticipated aggregate offering price to last day that a prior Demand Registration Statement remained effective (or, if earlier, the public day on which the last of all the Registrable Securities for which registration has been requested covered by Holderssuch prior Demand Registration Statement was sold), together with any shares sold by the Company for its own account, will be at least $5,000,000;
and (2iii) in no event shall the Company be required to effect a pay Registration Expenses of more than two Demand Registration prior to 91 calendar days after a prior Demand Registration Statement is declared effective Registrations 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 each of the Initial Registration Statement or Principal Stockholder and 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 RegistrationsMinority 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 2.1(B)Section 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.
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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.; and
(4) in no event shall the Company be required to effect, in the aggregate, more than three five Demand Registrations; PROVIDEDprovided, HOWEVERhowever, 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(BSection 2.1(b).
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Samples: Registration Rights Agreement (Ascendia Brands, Inc.)
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:
(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 Holders, together with any shares sold by the Company for its own account, will be at least $5,000,00025,000,000;
(2ii) in no event shall the Company be required to effect a Demand Registration until 180 calendar days after an Initial Public Offering;
(iii) 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;
(3iv) 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 Required Shelf Registration Statement with the SEC and ending with the earlier of (x) the effectiveness of the Initial Required Shelf Registration Statement or the Additional Registration Statement, as applicable, and (y) the applicable Required Shelf Registration Effectiveness Deadline.;
(4v) in no event shall the Company be required to effect a Demand Registration at any time that the Required Shelf Registration is effective and, excluding any Blackout Period (as defined below), available for use by the Holders; and
(vi) in no event shall the Company be required to effect, in the aggregate, more than three Demand Registrations; PROVIDEDprovided, HOWEVERhowever, 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(BSection 2.1(b).
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