Limits on Registration Requests Sample Clauses

Limits on Registration Requests. Notwithstanding Section 4.2(a), (i) in no event shall the Company be required to effect more than five registrations pursuant to this Section 4.2 and (ii) the Company shall not be obligated to file a registration statement relating to any registration request under this Section 4.2 (other than a registration statement on Form S-3 or any successor or similar short-form registration statement) within a period of ninety (90) days after the effective date of any other registration statement relating to any registration request under this Section 4.2 or to any registration effected under Section 4.3, in either case which was not effected on Form S-3 (or any successor or similar short-form registration statement). Nothing in this Section 4.2 shall operate to limit the right of any Holder to (i) request the registration of Common Stock issuable upon the exercise of any Warrants held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such Warrants, or (ii) request the registration at one time of both Warrants exercisable into Common Stock and the Common Stock underlying any such Warrants.
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Limits on Registration Requests. Notwithstanding Section 5.1(a), (i) in no event shall the Company and the Trust be required to effect more than five registrations pursuant to this Section 5.1 and (ii) the Company and the Trust shall not be obligated to file a registration statement relating to any registration request under this Section 5.1 (other than a registration statement on Form S-3 or any successor or similar short-form registration statement) within a period of ninety (90) days after the effective date of any other registration statement relating to any registration request under this Section 5.1 which was not effected on Form S-3 (or any successor or similar short-form registration statement).
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Limits on Registration Requests. Notwithstanding Section 2(a)(i), (A) in no event shall the Company be required to effect more than three registrations on Form S-1 pursuant to this Section 2(a), and (B) the Company shall not be obligated to file a registration statement relating to any registration request under this Section 2(a) (other than any post-effective amendment to any earlier effective registration statement to include any prospectus required by Section 10(a)(3) of the Securities Act) within a period of 60 days after the effective date of any other registration statement relating to any registration request under this Section 2(a) or to any registration effected under Section 2(b). Each Founding Member shall be entitled to request no more than one registration on Form S-1 pursuant to Section 2(a)(i).
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Limits on Registration Requests. In no event shall National Beef be required to effect a registration pursuant to this Section 2(a) unless the number of Demand Registrable Securities requested by the Demand Party constitutes at least 5% of the aggregate number of membership units of NBP LLC outstanding on the date hereof (including the membership units held by National Beef and the membership units held by all Founding Members and taking into account the effect of any stock or unit splits or similar distributions in respect of the Shares or the membership units); provided, however, that in the case of any request for registration by the Xxxxx Entities, this condition shall be satisfied if the number of Demand Registrable Securities requested by the Xxxxx Entities is the lesser of (x) 5% of such aggregate number of membership units of NBP LLC or (y) all the Registrable Securities held by the Xxxxx Entities assuming that the Xxxxx Entities had exchanged pursuant to the Exchange Agreement all of the membership units of NBP LLC held by the Xxxxx Entities. In addition, in no event shall National Beef be obligated to file a registration statement relating to any registration request under this Section 2(a) within a period of 180 days after the effective date of any other registration statement relating to any registration request under this Section 2(a) or to any registration effected under Section 2(b). The Founding Members shall be entitled to request no more than the following number of registrations pursuant to Section 2(a)(i): the Xxxxx Entities (one request), NBPCo (two requests) and USPB (five requests).
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Limits on Registration Requests. Notwithstanding Section 5.1(a): ------------------------------- (i) in no event will the Company be required to effect more than four (4) registrations pursuant to this Section 5.1; (ii) following the nine month anniversary of the Closing, upon the request of AOL, the Company will be required to effect up to two (2) registrations pursuant to Section 5.1(a); (iii) except as set forth in paragraph (ii) above, the Company will not be required to effect a registration pursuant to Section 5.1(a) until the earliest of: (A) the second anniversary of the date hereof; (B) the termination of the Commercial Agreement pursuant to the mutual agreement of the Company and AOL; (C) the occurrence of a Material Breach of the Commercial Agreement by the Company, so long as such Material Breach has not been cured prior to the Demand Party's request for a registration pursuant to Section 5.1(a); or (D) the expiration of the Commercial Agreement in accordance with its terms; and (iv) if AOL commits a Material Breach of the Commercial Agreement, the Company will not be obligated to file a registration statement relating to any request under this Section 5.1 prior to the earlier of (x) the expiration of a period of twelve (12) months from the date such Material Breach occurred and (y) the date such Material Breach has been cured. Nothing in this Section 5.1 shall operate to limit the right of any Holder to (i) request the registration of Common Stock issuable upon the exercise or conversion of any Warrants or Preferred Shares held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such Warrants or Preferred Shares or (ii) request the registration at one time of both Preferred Shares convertible into Common Stock and the Common Stock underlying any such Preferred Shares.
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Limits on Registration Requests. Notwithstanding Section 3.1(a), (i) in no event shall the Company be required to effect more than three registrations pursuant to Section 3.1(a), one of which may be requested to be effected as a shelf registration pursuant to Rule 415 under the Securities Act (such registration request, a "Shelf Registration") and two of which may be requested to be effected as firm commitment underwritten offerings under and in accordance with the provisions of the Securities Act (each such registration request, an "Underwritten Registration"), and (ii) the Company shall not be obligated to file a registration statement relating to any registration request under Section 3.1(a) (A) within a period of 90 days after the effective date of any other registration statement of the Company (other than a registration statement on Form S-8 or any successor or other form hereafter promulgated for similar purposes), except to the extent that the deferral would result in a filing date that is more than 120 days after Parent first requested such registration in accordance with Section 3.1(a), (B) within a period of 180 days after the Closing Date or (C) while a registration statement relating to a Shelf Registration is effective under the Securities Act.
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Related to Limits on Registration Requests

  • Registration on Request (a) Except as provided in subsection (b) of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least 60,000 Registrable Securities (as appropriately adjusted for stock splits, stock dividends, reorganizations and the like) (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under tie Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it 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 other than a misrepresentation or an omission by any participating Holder, or (iii) 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 by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company (which period may be extended up to an additional 90 days if, and only to the extent that, all directors, executive officers and other persons with registration rights with respect to securities of the Company are required to execute standard lockup agreements with the underwriters in such public offering) or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date.

  • 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.

  • Notice of Registration Required The Engineer’s use of the Flying ‘T’ under this article shall be followed by the capital letter R enclosed within a circle (®) that gives notice that the Flying ‘T’ is registered in the United States Patent and Trademark Office (USPTO).

  • No Piggyback on Registrations Neither the Company nor any of its security holders (other than the Purchasers in such capacity pursuant hereto) may include securities of the Company in the Registration Statement other than the Registrable Securities, and the Company shall not after the date hereof enter into any agreement providing any such right to any of its security holders.

  • Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order During the period from and after the execution of this Agreement to and including the Closing Date or the Option Closing Date, as applicable: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective; and (ii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.

  • No Registration Required Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

  • Limitations on Registration Rights Notwithstanding anything herein to the contrary, (i) the Representative may not exercise its rights under Section 2.1 and 2.2 hereunder after five (5) and seven (7) years after the effective date of the registration statement relating to the Company’s initial public offering, respectively, and (ii) the Representative may not exercise its rights under Section 2.1 more than one time.

  • Compliance with Registration Requirements; No Stop Order No Objection from the FINRA. Each Prospectus (in accordance with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or suspending the use of any Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional information on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.

  • Priority on Registrations (i) If a Piggyback Offering is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities to be sold for the account of the Company, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder), and third, any other securities requested to be included in such registration. (ii) If a Piggyback Offering is an Underwritten Offering on behalf of holders of the Company’s equity securities who are not Holders of Registrable Securities (“Other Holders”), and the managing underwriter(s) advises the Company in writing that in its opinion the number of equity securities requested to be included in such Piggyback Offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: first, the securities requested to be included therein by the Other Holders requesting such registration, second, the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such Holder) and third, other securities requested to be included in such registration. (iii) If, as a result of the proration provisions of this Section 2(c), any Holder shall not be entitled to include all Registrable Securities in a Piggyback Offering that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such Piggyback Offering or may reduce the number requested to be included; provided, however, that (A) such request must be made in writing prior to commencement of marketing activities in connection with such Piggyback Offering and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Offering as to which such withdrawal was made.

  • Non-Registration The Shareholder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.

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