Common use of Limitations on Requested Registration Clause in Contracts

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, a any such registration pursuant to any Demand Notice in accordance with this Section 2.1: (i) Prior to the earlier of (A) the three (3) year anniversary of the date hereof or (B) six (6) months following the effective date of the Initial Public Offering; (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any), the aggregate proceeds of which (exclusive of deduction for underwriter’s discounts and commissions related to the issuance) are not greater than $15,000,000; (iii) 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; (iiiv) after After the Company has filed with the Commission three effected two (32) Demand Registration Statements such registrations pursuant to this Section 2.1 (counting for these purposes only and such registrations which have been ordered or 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; (ivv) during During the period starting with the date thirty sixty (3060) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective; or (vvi) if a Demand Notice request is for a number If the Initiating Holders propose to dispose of shares 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 Stockwhich may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, a any such registration pursuant to any Demand Notice in accordance with this Section 2.1: (i) in After four years following the date hereof; (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; (iiiii) after After the Company has filed with the Commission three (3) Demand Registration Statements initiated two such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective); (iii) if the Company has filed with the Commission a Demand Registration Statement effective and pursuant to this Section 2.1 within the preceding six (6) monthswhich securities have been sold, and such Demand Registration Statement has been declared or ordered effective(y) Withdrawn Registrations); (iv) during During the period starting with the date thirty sixty (3060) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith best commercially reasonable efforts to cause such registration statement to become effective; or; (v) if a Demand Notice request is for a number If the Investor propose to dispose of shares 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 Stockmay be registered on Form S-3 pursuant to a request made under Section 2.3 hereof.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, a any such registration pursuant to any Demand Notice in accordance with this Section 2.1: (i) in any particular jurisdiction in Prior to the earlier of (A) the five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the registration statement for the Initial Public Offering (or the subsequent date on which all market stand-off agreements applicable to 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 Actoffering have terminated); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $5,000,000; (iii) After the Company has filed with the Commission three initiated two (32) Demand Registration Statements such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective); (iii) if the Company has filed with the Commission a Demand Registration Statement effective and pursuant to this Section 2.1 within the preceding six (6) monthswhich securities have been sold, and such Demand Registration Statement has been declared or ordered effective;(y) Withdrawn Registrations); and (iv) during During the period starting with the date thirty sixty (3060) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith best commercially reasonable 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.