Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offering;
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (2) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans); provided that (A) the Company is actively employing in good faith best efforts to cause such registration statement to become effective and, (B) with respect to any request for registration pursuant to Section 2.1(a) received prior the date of filing of such Company-initiated registration, the Company shall have delivered written notice to the holders of Registrable Securities of its intent to file such registration within thirty (30) days after its receipt of such request.
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.1:
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;
(iii) During such time as the Company has an effective Shelf Registration Statement (as defined below) available for use by the stockholders; or
(iv) Within six (6) months of the filing of another registration statement pursuant to this Section 1.1.
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, a registration pursuant to any Demand Notice in accordance with this Section 2.1:
(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) after the Company has filed with the Commission three (3) Demand Registration Statements pursuant to this Section 2.1 (counting for these purposes only registrations which have been declared or ordered effective);
(iii) if the Company has filed with the Commission a Demand Registration Statement pursuant to this Section 2.1 within the preceding six (6) months, and such Demand Registration Statement has been declared or ordered effective;
(iv) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith best efforts to cause such registration statement to become effective; or
(v) if a Demand Notice request is for a number of Registrable Securities that is smaller than the greater of (i) one-third (1/3) of the Registrable Securities then held by Lavazza or (ii) one million (1,000,000) shares of Common Stock.
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.2 if, within twelve months of such written request, the Company has effected two (2) such registrations pursuant to this Section 2.2 and such registrations have been ordered or declared effective for a period of the earlier of 30 business days or the date of final sale of all Registrable Securities registered pursuant to the Requested Registration Statement;
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the five (5) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offering;
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold); or
(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (other than a registration on Form S-4 or S-8 or any successor form); provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective.
Limitations on Requested Registration. Match shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.1:
(i) Prior to the time set forth, or the earlier waiver, in the applicable “lock up” provisions of any agreement executed by IAC and the underwriters in connection with Match’s Initial Public Offering;
(ii) In any twelve-month period, after Match has initiated three such registrations pursuant to this Section 1.1 (counting for these purposes only registrations that have been declared or ordered effective and pursuant to which securities have been sold); or
(iii) If IAC proposes to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made under Section 1.3 hereof.
Limitations on Requested Registration. The rights of Holders to request the Demand Registration pursuant to Section 2.2(a) are subject to the following limitations: (i) in no event shall the Holders be entitled to more than one Demand Registration Request, (ii) if the request is made prior to June 20, 2003 and the Board of Directors of the Company makes a reasonable good faith determination that the payment of the legal and accounting fees and other pertinent expenses incident to the filing and prosecution of the registration statement would have a material adverse effect on the financial condition of the Company, the Company shall not be required to comply with the Demand Registration Request, or (iii) if any of the Holders have participated in a Demand Registration or a Form S-3 Registration in the twelve-month period preceding the request. Provided, however, that the Company shall be required to comply with the Demand Registration Request if the Purchaser agrees to pay such expenses.
Limitations on Requested Registration. The rights of the Purchaser to request the Demand Registration pursuant to Section 2.2(a) are subject to the following limitations: (i) the Purchaser shall not be entitled to a Demand Registration Request if the Purchaser has not converted the Note, or some portion of the Note, into a minimum of 133,334 shares of Common Stock, (ii) except as provided in Section 2.2(e), in no event shall the Purchaser be entitled to more than one Demand Registration Request, (iii) if the request is made prior to December 31, 2002 and the Board of Directors of the Company makes a reasonable good faith determination that the payment of the legal and accounting fees and other pertinent expenses incident to the filing and prosecution of the registration statement would have a material adverse effect on the financial condition of the Company, the Company shall not be required to comply with the Demand Registration Request, or (iv) if the Purchaser has participated in a Demand Registration in a 90 day period preceding the request. Notwithstanding anything in this Section 2.2(c) to the contrary, the Company shall be required to comply with the Demand Registration Request if the Purchaser agrees to pay such expenses.
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to eighteen (18) months after the date of this Agreement;
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or
(iii) After the Company has initiated two such registrations pursuant to this Section 2.1 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold).
Limitations on Requested Registration. NewCo shall not be obligated to effect, or to take any action to effect, any IAC Registration pursuant to this Section 2.1:
(i) in any twelve (12)-month period, after NewCo has initiated two (2) IAC Registrations (counting for these purposes only Registration Statements that have been publicly filed with the SEC (with the initially filed Registration Statement and any subsequent amendments thereto counting as a single Registration Statement)); or
(ii) if IAC proposes to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3.
