Limitations on Requested Registrations. The Company’s obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the following:
(i) The Company shall not be required to effect (A) more than three registrations requested pursuant to this Section 2.1 (including the “shelf” registration pursuant to Section 2.1(e)(iii) hereof) through December 31, 2016 and (B) after January 1, 2017, more than one registration per calendar year requested pursuant to this Section 2.1; provided that during the twelve months following an initial public offering of the Company’s securities pursuant to the Securities Act, no more than one registration on Form S-1 under the Securities Act will be required; and provided further that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (A) unless a registration statement with respect thereto has been declared effective for a period of at least 90 days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders;
(ii) The Company shall not be required to effect a registration pursuant to this Section 2.1 unless such registration has been requested by the holders of Registrable Securities which represent at least 10% of the Registrable Securities then outstanding;
(iii) No later than 90 days after the first such date as the Company is eligible to register securities for a continuous and indefinite period of time on Form S-3 (or any successor form or method of registration that provides for the incorporation by reference of historical information regarding the Company’s business and financial affairs) pursuant to Rule 415 under the Securities Act or otherwise, the Company shall prepare and file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) with respect to the resale by the Owners of their Registrable Securities and providing for such plan of distribution as may be specified in the request of the Requisite Holders; the Company shall comply with the applicable prov...
Limitations on Requested Registrations. The rights of Holder of Registrable Securities to request Demand Registrations pursuant to Section 2.1(a) are subject to the following limitations: (i) the Company shall not be obligated to effect a Demand Registration within six months after the effective date of any other registration of securities (other than pursuant to a registration on Form S-8 or any successor or similar form which is then in effect) and (ii) in no event shall the Company be required to effect, in the aggregate, without regard to the Holder of Registrable Securities making such request, more than three Demand Registrations.
Limitations on Requested Registrations. The Company's obligation to take or continue any action to effect a Demand Registration under this Section 2.1 shall be subject to the following:
(i) The Company shall not be required to effect more than three Demand Registrations pursuant to this Section 2.1.
(ii) The Company shall not be required to effect a Demand Registration pursuant to this Section 2.1 unless the Requesting Holder (together with any other Holder joining in such request) has requested the registration of a number of Registrable Securities the gross sale proceeds of which are reasonably expected to be at least $5 million.
(iii) The Company shall not be required to effect a Demand Registration pursuant to this Section 2.1 during the period of any lock-up agreement entered into pursuant to Section 2.4(c).
(iv) The Company shall not be required to effect a Demand Registration pursuant to this Section 2.1 after the expiration of 10 years from the date hereof.
(v) The Company shall not be obligated to effect a Demand Registration within six months after the effective date of a previous Demand Registration.
(vi) The Company shall not be obligated to effect a Demand Registration if the Company shall furnish to the Requesting Holder a certificate signed by the Company's Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be materially harmful to the economic prospects of the Company for such Demand Registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than 45 days after receipt of the initial request for the Demand Registration.
Limitations on Requested Registrations. Notwithstanding anything to the contrary in Section 2.1:
(a) Each Principal Holder may make no more than one request for registration under Section 2.1(a)(i). In addition, the aggregate Market Price of all IDSs, Class A Common Stock and IDS Notes (without duplication) to be offered pursuant to Section 2.1(a)(i) and Section 3.7 (in connection with an offering pursuant to Section 2.1(a)(i)) must exceed $15 million as of the date following the last day ASLP Holders may request that IDSs be included in such offering under Section 3.7 before the Company is obligated to honor any such request.
(b) Each Principal Holder may make no more than three requests for registration under Section 2.1(a)(ii), less the number of requests such Principal Holder has previously made for registration of such Principal Holder’s Registrable Securities under Section 3.2 below. In addition, the aggregate Market Price of all IDSs, Class A Common Stock and IDS Notes (without duplication) to be offered pursuant to Section 2.1(a)(ii) and Section 3.7 (in connection with an offering pursuant to Section 2.1(a)(ii)) must exceed $15 million as of the date following the last day Holdings Unit Holders may request that IDSs be included in such offering under Section 3.7 before the Company is obligated to honor any such request.
(c) Requests for registration under Section 2.1(a)(ii) by Holdings Unit Holders other than the Principal Holders may be made only during each of the following periods: (i) (x) September 10 through September 15 and (y) March 10 through March 15; provided that in the case of clause (x) the aggregate Market Price of all IDSs, Class A Common Stock and IDS Notes (without duplication) to be offered by the Company pursuant to Section 2.1(a)(ii) and Section 3.7 (in connection with an offering pursuant to Section 2.1(a)(ii)) as of the last day of the period set forth in clause (x) exceeds $10 million and that in the case of clause (y) there shall not have occurred another event in the eighteen months preceding such period that gave rise to the right of the holders to request a registration under Section 2.1(a)(ii) or under Section 3.7 (in connection with an offer pursuant to Section 2.1(a)(ii)) or gave rise to the right of ASLP Holders to exercise Exchange Warrants; (ii) the five Business Days preceding the date or expected date of any (x) Significant Transaction, or (y) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; and (iii) the five Business...
Limitations on Requested Registrations. Notwithstanding anything -------------------------------------- herein to the contrary, the Company shall not be required to honor a request for a Requested Registration if, in the case of a Long-Form Registration, the Company has previously effected one Effective Long-Form Registration; provided -------- that there shall be no limit on the number of registrations effected as Short- Form Registrations, subject to the other provisions of this Section 1(b). ------------
Limitations on Requested Registrations. The rights of Holders of Registrable Securities to request Demand Registrations pursuant to Section 2.1(a) are subject to the following limitations: (i) the Company shall not be obligated to effect a Demand Registration within six months after the effective date of any other registration of securities (other than pursuant to a registration on Form S-8 or any successor or similar form that is then in effect) and (ii) in no event shall the Company be required to effect, in the aggregate, without regard to the Holder of Registrable Securities making such request, more than two Demand Registrations; provided that in the event a Demand Registration is cancelled by the Requisite Percentage of Outstanding Holders, such Demand Registration shall only be counted as a Demand Registration for purposes of this Section 2.1(d)(ii) if the Requisite Percentage of Outstanding Holders do not agree to pay all Expenses of such Demand Registration notwithstanding their rights under Section 2.5.
Limitations on Requested Registrations. The Company's -------------------------------------- obligation to take or continue any action to effect a Demand Registration under this Section 2.1 shall be subject to the following:
(i) The Company shall not be required to effect a Demand Registration pursuant to this Section 2.1 unless the Requesting Holder has requested the registration of at least the lesser of (i) 4,300,000 Registrable Securities, adjusted for any increase or decrease in the number of issued shares of the Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without consideration by the Company or (ii) $50 million in Fair Market Value of Registrable Securities.
(ii) The Company shall not be required to effect a Demand Registration pursuant to this Section 2.1 more than one time in any twelve (12) month period.
Limitations on Requested Registrations. Notwithstanding anything herein to the contrary, the Company shall not be required to honor a request for a Requested Registration if:
(i) the Registrable Equity Securities requested by Requesting Holders to be so registered do not constitute at least ten percent (10%) of the total Registrable Equity Securities;
(ii) the Registrable Debt Securities requested by Requesting Holders to be so registered do not constitute at least ten percent (10%) in aggregate principal amount of the total Registrable Debt Securities;
(iii) such request is received from any Requesting Holder with respect to Registrable Securities that may immediately be sold by such Requesting Holder under Rule 144 during any ninety (90) day period; or
(iv) such request is received by the Company less than one hundred eighty (180) days following the effective date of any previous registration statement relating to such Registrable Securities filed in connection with a Requested Registration, regardless of whether any holder of the Registrable Securities covered thereby exercised its rights under this Agreement with respect to such registration, unless such previous registration constituted a Cutback Registration in which the number of Registrable Securities actually included in such registration was not at least eighty-five percent (85%) of the number of Registrable Securities requested to be included in such registration.
Limitations on Requested Registrations. The Company's obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the proviso that the Company shall not be required to effect more than two (2) registrations requested pursuant to this Section 2.1 (or more than one (1) registration within any six (6) month period); provided that, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (A) unless a registration statement with respect thereto has been declared effective for a period of at least ninety (90) days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders (which shall include the failure of the Requisite Holders to take action or to refrain from taking action necessary for the conditions to closing to be satisfied).
Limitations on Requested Registrations. Notwithstanding anything herein to the contrary, the Company shall not be required to honor a request for a Requested Registration if:
(a) In the case of a Long-Form Registration, the Company has previously effected three Effective Long-Form Registrations since the date hereof; provided, however, that there shall be no limit on the number of registrations effected as Short-Form Registrations, subject to the other provisions of this Section 1.2;
(b) the Registrable Securities requested by Initiating Holders to be so registered does not constitute at least twenty-five percent (25%) of the total Registrable Securities then outstanding; or
(c) such request is received by the Company less than one hundred eighty (180) calendar days following the effective date of any previous registration statement filed in connection with a Requested Registration or a Piggyback Registration unless the holder making the request had requested inclusion of Registrable Securities in such registration statement but was unable to participate fully as a result of Section 1.5 or 3.3.
