Common use of Limits on Demand Rights Clause in Contracts

Limits on Demand Rights. (a) The Company shall not be obligated to file and cause to become effective more than one (1) registration statements pursuant to such Demand Notice. (b) Unless the Company shall have delayed the commencement of a registration statement pursuant to Section 2.2(c) below, the Company may delay the filing or effectiveness of any registration statement for a period of up to sixty (60) days after the date of delivery of the Demand Notice pursuant to this Section 2 if at the time of such request the Company is engaged in an underwritten public offering of its Common Stock in which the Stockholder may include the Registrable Securities pursuant to Section 3; provided, however, that, in the event the Company exercises its rights under this Section 2.2(b), the registration shall not be counted as a demand for registration by any Stockholder for purposes of Section 2.2(a) hereof; and provided, further that the Company may not exercise its right under this Section 2.2(b) more than once in any 12-month period. (c) If, while a registration request is pending pursuant to this Section 2 or if after the Company has received a Demand Notice, the Company is advised by legal counsel (i) that the filing of a registration statement would require the disclosure of a material transaction or other factor that the Company reasonably determines in good faith could have a material adverse effect on the Company or (ii) the Company then is unable to comply with Commission requirements applicable to the requested registration, the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) the date upon which such material information is otherwise disclosed to the public or ceases to be material or the Company is able to so comply with applicable Commission requirements, as the case may be, and (B) ninety (90) days after the Company makes such good faith determination, provided that in the event the Company exercises its rights under this Section 2.2(c), the registration shall not be counted as a demand for registration by the Stockholder for purposes of Section 2.2(a) hereof. (d) If (i) there is material non-public information regarding the Company which the Company's Board of Directors (the "Board") reasonably determines not to be in the Company's best interest to disclose and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in the Company's best interest to disclose and which the Company would be required to disclose under the requested registration statement, then the Company may postpone or suspend effectiveness of a registration statement and suspend the sale of Registrable Securities under a registration statement for a period not to exceed twenty (20) consecutive days, provided that the Company may not postpone or suspend its obligation under this Section 2.2(d) for more than forty-five (45) days in the aggregate during any twelve (12) month period (each, a "Blackout Period"); provided, however, that no such postponement or suspension shall be permitted for consecutive twenty (20) day periods, arising out of the same set of facts, circumstances or transactions. (e) A requested registration under this Section 2 may be rescinded by written notice to the Company by the Stockholder. Such rescinded registration shall not count as a registration statement initiated pursuant to this Section 2 for purposes of

Limits on Demand Rights. (a) The Company shall not be obligated to file and cause to become effective (i) more than one (1) four registration statements pursuant to Demand Notices; provided, however, that in addition thereto, the Stockholders may require the Company to file registration statements on Form S-3 from time to time (in the manner contemplated by section 2.4 below), if the use of such Demand NoticeForm is available to the Company; and (ii) during the period beginning 30 days prior to the filing and ending 90 days following the effective date, of a registration statement filed by the Company and relating to an underwritten offering in which a majority of the shares are being sold by the Company for its own account. (b) Unless the Company shall have delayed the commencement of a registration statement pursuant to Section section 2.2(a)(ii) above or section 2.2(c) below, the Company may delay the filing or effectiveness of any registration statement for a period of up to sixty (60) 60 days after the date of delivery of the Demand Notice pursuant to this Section section 2 if at the time of such request the Company is engaged in an a firm commitment underwritten public offering of its Common Stock Company Shares in which the Stockholder Stockholders may include the Registrable Securities pursuant to Section section 3; , provided, however, that, in the event the Company exercises its rights under this Section section 2.2(b), the registration shall not be counted as a demand for registration by any Stockholder for purposes of Section 2.2(asection 2.2(a)(i) hereof; and provided, further that the Company may not exercise its right under this Section 2.2(b) more than once in any 12-month period. (c) If, while a registration request is pending pursuant to this Section 2 or if after section 2.1, the Company has received a Demand Notice, the Company is been advised by legal counsel that (i) that the filing of a registration statement would require the disclosure of a material transaction or other factor that the Company reasonably determines in good faith could would have a material adverse effect on the Company or (ii) the Company then is unable to comply with Commission requirements applicable to the requested registration, then in each instance the Company shall not be required to effect a registration pursuant to this Section section 2 until the earlier of (A) the date upon which such material information is otherwise disclosed to the public or ceases to be material or the Company is able to so comply with applicable Commission requirements, as the case may be, and (B) ninety (90) 60 days after the Company makes such good faith determinationhas been so advised by legal counsel, provided that in the event the Company exercises its rights under this Section section 2.2(c), the registration shall not be counted as a demand for registration by the any Stockholder for purposes of Section 2.2(asection 2.2(a)(i) hereof. (d) If (i) there is material non-public information regarding the Company which the Company's Board of Directors (the "Board") reasonably determines not to be in the Company's best interest to disclose , and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in the Company's best interest to disclose and which the Company would be required to disclose under the requested registration statement, then the Company may postpone or suspend effectiveness of a registration statement and suspend the sale of Registrable Securities under a registration statement for a period not to exceed twenty (20) consecutive days, provided further that the Company may not postpone or suspend exercise its obligation right under this Section 2.2(dsection 2.2(c) more than once in any 12-month period or for more than forty-five (45) 60 days in the aggregate during any twelve (12) month period (each, a "Blackout Period"); provided, however, that no such postponement or suspension shall be permitted for consecutive twenty (20) day periods, arising out of the same set of facts, circumstances or transactionsperiod. (ed) A requested registration under this Section section 2 may be rescinded by written notice to the Company by the StockholderHolder or Holders initiating such request. Such rescinded registration shall not count as a registration statement initiated pursuant to this Section section 2 for purposes ofof section 2.2 above if such request is rescinded by such Holder or Holders not later than five business days prior to the filing of a registration statement with the Commission. If such rescission is in connection with a delay of a registration by the Company or a cutback in the number of Registrable Securities that may be sold by a Holder, or as a result of any other postponement of such filing (other than as a result of the fault of such Holder), the Company shall pay all Registration Expenses.

Limits on Demand Rights. (a) The Company shall not be obligated to file and cause to become effective (i) more than one (1) registration statements statement pursuant to such Demand Noticesection 2.1; and (ii) any registration statement during the period beginning 30 days prior to the filing and ending 90 days following the effective date of a registration statement filed by the Company and relating to an underwritten offering in which a majority of the shares are being sold by the Company for its own account. (b) Unless the Company shall have delayed the commencement of a registration statement pursuant to Section section 2.2(a)(ii) above or section 2.2(c) below, the Company may delay the filing or effectiveness of any registration statement for a period of up to sixty (60) 60 days after the date of delivery of the Demand Notice pursuant to this Section section 2 if at the time of such request the Company is engaged in an a firm commitment underwritten public offering of its Common Stock Company Shares in which the Stockholder Holders may include the Registrable Securities pursuant to Section section 3; , provided, however, that, in the event the Company exercises its rights under this Section section 2.2(b), the registration shall not be counted as a demand for registration by any Stockholder Holder for purposes of Section 2.2(asection 2.2(a)(i) hereof; and provided, further that the Company may not exercise its right under this Section 2.2(b) more than once in any 12-month period. (c) If, while a registration request is pending pursuant to this Section 2 or if after section 2, the Company has received a Demand Notice, the Company is been advised by legal counsel (i) that the filing of a registration statement would require the disclosure of a material transaction or other factor that the Company reasonably determines in good faith could would have a material adverse effect on the Company or (ii) the Company then is unable to comply with Commission requirements applicable to the requested registration, the Company shall not be required to effect a registration pursuant to this Section section 2 until the earlier of (A) the date upon which such material information is otherwise disclosed to the public or ceases to be material or the Company is able to so comply with applicable Commission requirements, as the case may be, and (B) ninety (90) 60 days after the Company makes such good faith determination, provided that in the event the Company exercises its rights under this Section section 2.2(c), the registration shall not be counted as a demand for registration by the Stockholder any Holder for purposes of Section 2.2(asection 2.2(a)(i) hereof. (d) If (i) there is material non-public information regarding the Company which the Company's Board of Directors (the "Board") reasonably determines not to be in the Company's best interest to disclose , and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in the Company's best interest to disclose and which the Company would be required to disclose under the requested registration statement, then the Company may postpone or suspend effectiveness of a registration statement and suspend the sale of Registrable Securities under a registration statement for a period not to exceed twenty (20) consecutive days, provided further that the Company may not postpone or suspend exercise its obligation right under this Section 2.2(dsection 2.2(c) for more than fortyonce in any 12-five (45) days in the aggregate during any twelve (12) month period (each, a "Blackout Period"); provided, however, that no such postponement or suspension shall be permitted for consecutive twenty (20) day periods, arising out of the same set of facts, circumstances or transactionsperiod. (ed) A requested registration under this Section section 2 may be rescinded by written notice to the Company by the StockholderHolder or Holders initiating such request. Such rescinded registration shall not count as a registration statement initiated pursuant to this Section section 2 for purposes ofof section 2.2 above if such request is rescinded by such Holder or Holders not later than five business days prior to the filing of a registration statement with the Commission.

Limits on Demand Rights. (a) The Company shall not be obligated to file and cause to become effective (i) more than one (1) two registration statements pursuant to Investor Demand Notices; provided, however, that in addition thereto, the Investors may require the Company to file registration statements on Form S-3 from time to time, if the use of such Form is available to the Company; (ii) more than two registration statements pursuant to Founder Demand NoticeNotices; and (iii) any registration statement during the period beginning 30 days prior to the filing and ending 90 days following the effective date of a registration statement filed by the Company and relating to an underwritten offering in which a majority of the shares are being sold by the Company for its own account. (b) Unless the Company shall have delayed the commencement of a registration statement pursuant to Section section 2.2(a)(ii) above or section 2.2(c) below, the Company may delay the filing or effectiveness of any registration statement for a period of up to sixty (60) 60 days after the date of delivery of the Demand Notice pursuant to this Section section 2 if at the time of such request the Company is engaged in an a firm commitment underwritten public offering of its Common Stock Company Shares in which the Stockholder Stockholders may include the Registrable Securities pursuant to Section section 3; , provided, however, that, in the event the Company exercises its rights under this Section section 2.2(b), the registration shall not be counted as a demand for registration by any Stockholder for purposes of Section 2.2(asection 2.2(a)(i) hereof; and provided, further that the Company may not exercise its right under this Section 2.2(b) more than once in any 12-month period. (c) If, while a registration request is pending pursuant to this Section 2 or if after section 2, the Company has received a Demand Notice, the Company is been advised by legal counsel (i) that the filing of a registration statement would require the disclosure of a material transaction or other factor that the Company reasonably determines in good faith could would have a material adverse effect on the Company or (ii) the Company then is unable to comply with Commission requirements applicable to the requested registration, the Company shall not be required to effect a registration pursuant to this Section section 2 until the earlier of (A) the date upon which such material information is otherwise disclosed to the public or ceases to be material or the Company is able to so comply with applicable Commission requirements, as the case may be, and (B) ninety (90) 60 days after the Company makes such good faith determination, provided that in the event the Company exercises its rights under this Section section 2.2(c), the registration shall not be counted as a demand for registration by the any Stockholder for purposes of Section 2.2(asection 2.2(a)(i) hereof. (d) If (i) there is material non-public information regarding the Company which the Company's Board of Directors (the "Board") reasonably determines not to be in the Company's best interest to disclose , and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in the Company's best interest to disclose and which the Company would be required to disclose under the requested registration statement, then the Company may postpone or suspend effectiveness of a registration statement and suspend the sale of Registrable Securities under a registration statement for a period not to exceed twenty (20) consecutive days, provided further that the Company may not postpone or suspend exercise its obligation right under this Section 2.2(dsection 2.2(c) for more than fortyonce in any 12-five (45) days in the aggregate during any twelve (12) month period (each, a "Blackout Period"); provided, however, that no such postponement or suspension shall be permitted for consecutive twenty (20) day periods, arising out of the same set of facts, circumstances or transactionsperiod. (ed) A requested registration under this Section section 2 may be rescinded by written notice to the Company by the StockholderHolder or Holders initiating such request. Such rescinded registration shall not count as a registration statement initiated pursuant to this Section section 2 for purposes ofof section 2.2 above if such request is rescinded by such Holder or Holders not later than five business days prior to the filing of a registration statement with the Commission.