Limitations on Required Registrations Sample Clauses
The "Limitations on Required Registrations" clause defines the extent to which a party is obligated to register products, services, or intellectual property with governmental or regulatory authorities. Typically, this clause specifies which registrations are mandatory, sets boundaries on the types or number of registrations required, and may exclude certain jurisdictions or categories from the obligation. For example, it might state that only registrations necessary for legal compliance in specific markets are required, rather than all possible registrations worldwide. The core function of this clause is to prevent undue administrative burden and costs by clearly limiting the scope of registration obligations, ensuring that parties are not overextended beyond what is reasonably necessary.
Limitations on Required Registrations. (a) The Company shall not be required to prepare and file more than two (2) Long-Form Registration Statements, which actually become or are declared effective, at the request of holders of Registrable Stock pursuant to Section 1.2(a) hereof. The foregoing, however, shall not limit the Company's obligation from time to time to prepare and file up to one (1) Short-Form Registration Statement each twelve (12) months if requested by holders of Registrable Stock pursuant to Section 1.2(b) hereof.
(b) Only Common Stock may be included in a registration, and, whenever a registration requested by the holders of Registrable Stock is for a firmly under written offering, if the underwriters determine, in their sole discretion, that the number of shares of Common Stock so included which are to be sold by the holders of Registrable Stock is limited due to market conditions, the holders (including both the Initiating Holders and the Requesting Holders) of Registrable Stock proposing to sell their shares in such underwriting and registration shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Stock then held by such holders, respectively. The underwriters may reduce the number of shares of Registrable Securities to be included in the initial public offering of the Company's Common Stock at their sole discretion; provided that, the number of shares of Registrable Securities requesting inclusion in any post-initial public offering registration actually registered in such offering shall not be reduced below thirty percent (30%) of the requesting shares without the consent of a majority of the Initiating Holders and the Requesting Holders. If any holder of Registrable Stock disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Stock so withdrawn shall also be withdrawn from registration; provided, however, that, except with respect to Company-initiated registration statements, if by the withdrawal of such Registrable Stock a greater number of shares of Registrable Stock held by other holders of Registrable Stock may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all holders of Registrable Stock who have included Registrable Stock in the registration the right to include ad...
Limitations on Required Registrations. (a) The Company shall not be required to effect more than one registration in any twelve-month period, or more than an aggregate of three registrations, pursuant to Section 8.3 hereof for all Holders on a combined basis.
(b) If at the time of any demand to register Registrable Securities pursuant to Section 8.3 hereof, the Company is engaged, or has fixed plans to engage within 90 days of the time of the request, in a registered public offering as to which the Holders may include such Stock pursuant to Section 8.4 hereof or is engaged in any other activity that, in the good faith determination of the Company's Board of Directors, would be adversely affected by the demanded registration to the material detriment of the Company, then the Company may at its option direct that such demand be delayed for a period not in excess of six months from the effective date of such offering, or the date or commencement of such other material activity, as the case may be, such right to delay a demand to be exercised by the Company not more than once in each 12 month period while the rights set forth in Section 8.3 are in effect.
(c) Notwithstanding anything to the contrary in this Agreement, the obligation of the Company pursuant to Section 8.3 hereof shall expire on the seventh anniversary of the Closing.
Limitations on Required Registrations. (a) The Company shall not be required to effect more than one registration pursuant to Section 2 hereof.
(b) The Company may not cause any other registration of Securities for sale for its own account (other than a registration effected solely to implement an employee benefit or incentive plan or securities for a transaction on a Form S-4) to be initiated after a registration requested pursuant to Section 2 hereof and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 2 hereof.
(c) Whenever a requested registration is for an underwritten offering, only shares which are to be included in the underwriting pursuant to this Agreement or other agreements with the Company, or shares offered by the Company may be included in the registration. Notwithstanding the provisions of Sections 2(b) and 4(b) hereof, if the underwriter determines that (i) marketing factors require a limitation of the total number of shares to be underwritten, or (ii) the offering price per share would be reduced by the inclusion of the shares in the underwriting, then the number of shares to be included in the registration and underwriting shall be reduced in whole or in part by the underwriter so long as such limitation is applied on a pro rata basis with respect to all shares proposed or requested to be registered in the underwriting. No stock excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If the Company disapproves of any such underwriting, the Company may elect to withdraw its shares therefrom by written notice to the Purchaser and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration.
(d) If at the time of any request to register Registrable Securities pursuant to Section 2 hereof, the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of the request in a registered public offering, then the Company may at its option direct that such request be delayed for a period not in excess of six months from the effective date of such offering.
(e) The Company shall not be required to effect a registration pursuant to Section 2 hereof until the earlier to occur of: (i) 18 months after an Initial Public Offering if the Company obtains the requisite approval of the holders of the Preferred Stock for such registration, or (ii) ninety (90) days after a public off...
Limitations on Required Registrations. (a) The Company shall not be required to effect more than two registrations pursuant to Section 9.3 hereof in any twelve-month period for all Holders on a combined basis.
(b) If at the time of any demand to register Registrable Securities pursuant to Section 9.3 hereof, the Company is engaged, or has fixed plans to engage within 90 days of the time of the request, in a registered public offering as to which the Holders may include such Stock pursuant to Section 9.4 hereof or is engaged in any other activity that, in the good faith determination of the Company's Board of Directors, would be adversely affected by the demanded registration to the material detriment of the Company, then the Company may at its option direct that such demand be delayed for a period not in excess of six months from the effective date of such offering, or the date of commencement of such other material activity, as the case may be, such right to delay a demand to be exercised by the Company not more than once in each 12-month period while the rights set forth in Section 9.3 are in effect.
Limitations on Required Registrations. (a) The Company shall not be required to effect more than one registration pursuant to Section 2 hereof.
(b) Notwithstanding anything to the contrary in this Agreement except to the extent specifically extended in this Agreement, the obligation of the parties pursuant to this Agreement hereof shall expire on the second anniversary of the Closing Date (although the parties hereto acknowledge that Seller may sell its Shares pursuant to Rule 144 under the Securities Act after one year if all of the requirements of Rule 144 are met).
Limitations on Required Registrations. (i) Holdings will not be required to prepare and file more than two Long-Form Registration Statements, which actually become or are declared effective, at the request of Initiating Holders. Holdings will not be required to prepare and file more than one Short-Form Registration Statement requested by Initiating Holders in any twelve month period and shall not be required to prepare and file a Short-Form Registration Statement unless the proposed aggregate offering price of the Registrable Stock to be included therein by the Initiating Holders and the Requesting Holders is at least $2.0 million.
(ii) Only Common Stock may be included in a registration (including shares of Common Stock issuable upon conversion of Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock in connection with an Initial Public Offering); provided, that if such registration is for the Initial Public Offering, the conversion of Registrable Stock into Common Stock shall be conditioned upon and shall become effective only immediately prior to consummation of the Initial Public Offering. Whenever a registration requested by Initiating Holders or Requesting Holders is for a firmly underwritten offering, if such underwriters determine that the number of shares of Common Stock so included which are to be sold by the Initiating Holders or Requesting Holders is limited due to market conditions, the Initiating Holders and the Requesting Holders proposing to sell their shares in such underwriting and registration will share pro rata in the available portion --- ---- of the registration in question, such sharing to be based upon the number of shares of Registrable Stock then held by such Initiating Holders and