Common use of Other Limitations Clause in Contracts

Other Limitations. Notwithstanding the provisions of Section 3(b) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) above. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of Section 3(b) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at At any time before or after during which the Registration Effectiveness DateCommon Stock is not publicly traded, subject any shares acquired pursuant to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any exercise of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may option shall not be relied upon for the registration sold, encumbered, disposed of the resale of any or all of the Registrable Securities, and/or otherwise transferred without first offering (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii"Offer") the Company may (notwithstanding anything or its designee(s)) in writing a right to purchase, for a minimum period of fifteen (15) days, such shares on the same terms and conditions as have been offered by the proposed purchaser. The holder of shares acquired pursuant to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holderoption shall promptly, and in the case of no event later than thirty (i30) or (ii) the Holder shall not be entitled to liquidated damages with respect days prior to the Registrable Securities not registered for proposed consummation of a sale, encumbrance, disposal or other transfer of shares, provide the reason set forth in (i) Company with written notice containing the name and address of the proposed purchaser or so reduced on a pro rata basis as set forth in (ii) above. The Company shall use its commercially reasonable efforts at transferee of any such rights, the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders amount and form of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement consideration to be declared effective under the Securities Act as soon as possiblepaid for any such transaction, and shall use its commercially reasonable efforts such additional information as the Board or a committee may require in order to keep such registration statement continuously effective under evaluate the Securities Act during proposed transaction and the entire Effectiveness PeriodCompany's rights hereunder. No liquidated damages shall accrue or be payable to any Holder Any repurchase of shares pursuant to this Section 3(c11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of the shares. The Company will determine the date, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be paid in full at the Closing unless the offer contains other payment terms more favorable to the Company, in which event such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with respect terms set forth in the Offer, to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares pursuant to this Section 13 shall acquire such shares free and clear of the restrictions contained herein. If the holder of such shares does not dispose of such shares within the additional thirty (30) day period, the restrictions contained in this Section 9 shall again apply. The restriction in this Section 9 shall be reflected in the stock legend for any share to which this Section 9 applies. This Section 9 will not apply to any Registrable Securities that are excluded by reason shares acquired pursuant to the exercise of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely option to the extent of such limitation, prohibition or delay shall not be deemed a failure shares are covered by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment transfer restrictions of any liquidated damages by a shareholders' agreement with the Company under this Agreementand one or more of its other shareholders.

Other Limitations. Notwithstanding the provisions of Section 3(b) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination is that (xi) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (yii) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (ziii) a Holder of any Registrable Securities must be named as an underwriterunderwriter and such Holder does not consent to be so named in the Registration Statement, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for registered; provided that the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) above. The Company shall continues to use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of all such Reduction Registrable Securities) , using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at any time prior to the expiration of the Effectiveness Period for the reasons and time periods during a Blackout Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of Section 3(b) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination is that (xi) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (yii) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (ziii) a Holder of any Registrable Securities must be named as an underwriterunderwriter and such Holder does not consent to be so named in the Registration Statement, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for registered; provided that the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) above. The Company shall continues to use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of all such Reduction Registrable Securities) , using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at any time prior to the expiration of the Effectiveness Period for the reasons and time periods during a Blackout Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of Section 3(b(a) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason Except for (i) any claim or proceeding for fraud, (ii) is except for any claim or proceeding against a holder of Company Common Stock in its individual capacity for breach by such holder of Section 8.6 or Section 8.7 of this Agreement or any representation, warranty, covenant or agreement made by such holder in the Commission’s determination that Letter of Transmittal, and (xiii) any claim or proceeding against the offering Escrow Agent or Parent for distribution of funds to designees of the Stockholder Representative as set forth in the Direction Letter or the Escrow Distribution Instructions, the sole and exclusive remedy for Damages with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. Any breach of Section 8.6 or Section 8.7 of this Agreement or representation, warranty, covenant or agreement made by such holder in the Letter of Transmittal shall not be subject to any of the Registrable Securities constitutes a primary offering of securities by limitations on or procedures for indemnification set forth herein, and the Company, Buyer Indemnified Persons expressly reserve all rights and remedies with respect thereto. (yb) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding Notwithstanding anything to the contrary contained herein, for purposes of determining whether there has been a breach and the amount of any Damages that are the subject matter of a claim for indemnification hereunder, the limitations on indemnification set forth herein (i.e., the Basket, the Maximum Amount and the Threshold) reduceshall be the materiality standard for all purposes hereunder and, therefore, each representation, warranty and other provision contained in this Agreement and each certificate delivered pursuant hereto shall be read without regard and without giving effect to any materiality or Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or qualification were deleted from such representation and warranty). (c) The amount of any Damages for which indemnification is provided under any of Sections 8.2(a) and 8.2(b) shall be without reduction for any Tax Benefits (defined below) available to the Indemnified Person. However, to the extent that the Indemnified Person recognizes Tax Benefits as a result of any Damages, the Indemnified Person shall pay the amount of such Tax Benefits (but not in excess of the indemnification payment or payments actually received from the Indemnifying Person with respect to such Damages) to the Indemnifying Person as such Tax Benefits are actually recognized by the Indemnified Person. For this purpose, the Indemnified Person shall be deemed to recognize a tax benefit (“Tax Benefit”) with respect to a taxable year if, and to the extent that, the Indemnified Person’s cumulative liability for Taxes through the end of such taxable year, calculated by excluding any Tax items attributable to the Damages from all taxable years, exceeds the Indemnified Person’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Damages for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable year). The Indemnifying Person shall reimburse the Indemnified Person for any payments of Tax Benefits pursuant to this Section 8.4(c) if and to the extent that the Indemnified Person’s right to such Tax Benefits is successfully challenged by a taxing authority. The amount of any Damages for which indemnification is provided under any of Sections 8.2(a) and 8.2(b) shall be grossed-up if and to the extent that any Taxes are owed by the Indemnified Person as a result of the receipt of any payment for Damages under this Section 8 (including any Taxes attributable to payments pursuant to this sentence). (d) If after payment of any claim by an Indemnifying Person to an Indemnified Person, such Indemnified Person receives insurance proceeds on a pro rata basisaccount of the Damages indemnified by such payment, such Indemnified Person shall pay to the Indemnifying Person the amount of such insurance proceeds minus the legal and other reasonable out-of-pocket costs and expenses incurred by such Indemnified Person, if any, in seeking the manner provided abovepayment of such insurance proceeds from the insurer or insurers who insured against such Damages but only to the extent that, had the Indemnified Person received such net insurance proceeds prior to the original payment by the Indemnifying Person to the Indemnified Person, the total number latter payment would have been reduced on account of Registrable Securities such insurance proceeds. (e) Except for Damages relating to Taxes (which shall be registered on behalf governed by Section 5.4(f) hereto), the amount of each Damages for which indemnification is provided with respect to a claim for indemnification under Section 8.2(a)(i) or 8.2(a)(ii) shall be reduced, with respect to any such Holderclaim for indemnification, and in to the case of extent (but only to the extent) that (i) or a specific item of reserve was established with respect to the subject matter of such claim for indemnification and was included as a “consolidated current liability” in the calculation of Closing Working Capital and (ii) the Holder shall not be entitled amount attributable to liquidated damages such specific item of reserve and included as a “consolidated current liability” in the calculation of Closing Working Capital exceeded the average of the amount of the reserve with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis such specific item of reserve as set forth in (ii) above. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits on the Company’s ability to filebalance sheets for the twelve consecutive one-month periods beginning with the month ended October 31, or prohibits or delays 2002 and ending with the filing of a new registration statementmonth ended September 30, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement2003.

Other Limitations. Notwithstanding In addition to the limitation set forth in paragraph 22 hereof, Mortgagor agrees that the following events shall not occur on or after the day and year first above written without the prior written consent of Mortgagee: (a) transfer or assignment of any interest whatsoever in the property; (b) encumbering of all or any part of the Property except in favor of Mortgagee; (c) conversion of the Property into a form of ownership other than its present use; (d) sales or leases of interval ownership or time sharing of all or any part of the Property. If any of such events do occur, such shall be deemed a default under this Mortgage, and the Mortgagee or holder shall have the right to accelerate the maturity of this Mortgage as though it were due and payable on the day of such default and to demand payment in full of the said Note or any unpaid balance thereof, and to exercise all rights and remedies herein or by law reserved to the Mortgagee the same as in any event of default hereunder, anything contained in the Note secured hereby or herein to the contrary notwithstanding. There shall be no requirement of any curative period, and the provisions of Section 3(b) aboveparagraph 19 hereof as to curative periods are inapplicable, if (i) for curing such event of default under this paragraph 23 or under paragraph 22 hereof. The Mortgagor acknowledges that the Commission does loan secured hereby is a purchase money obligation and that Mortgagee is making such loan to Mortgagor not declare only on the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any basis of the Registrable Securities constitutes a primary offering of securities collateral secured by this Mortgage but likewise on the Company, (y) Rule 415 may not be relied upon for the registration basis of the resale of any or Mortgagor owning all of the Registrable SecuritiesProperty during the term of said loan. Accordingly, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree Mortgagor agrees that limitations contained in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holderthis paragraph 23, and in paragraph 22 hereof shall be strictly construed against the case Mortgagor and in favor of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) aboveMortgagee. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders Any default under any of such Reduction Securities) using one limitations shall be non_rebuttable and conclusively presumed to jeopardize the security and collateral of Mortgagee for its loan, as same is defined and construed under Florida appellate decisions as may exist from time to time (but without any expressed or more registration statements implied consent or waiver that it is then entitled to use. The Company state law rather than federal law shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under applicable in the Securities Act as soon as possible, construction and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason application of the Staff limiting foregoing provisions). At the number option and in the sole discretion of Registrable Securities that may be sold pursuant to Mortgagee, Federal regulatory or statutory law as affects "due on sale" or "due on encumbrance" clauses when a registration statement; provided that federal savings and loan association is the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by lender shall apply and control, rather than Florida law, irrespective of any other available means. Notwithstanding anything herein provision contained in this Mortgage to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of Section 3(b) above, if If (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) above. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of Section 3(b) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) above. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at any time prior to the expiration of the Effectiveness Period for the reasons and time periods during a Blackout Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of registration obligations set forth in Section 3(b) above2(a), if (i) the Commission does not declare Staff informs the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination Company that (x) the offering of any all of the Registrable Securities constitutes cannot, as a primary result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly inform each of securities the Holders thereof and file and an amendment to the Registration Statement as required by the CompanyStaff, (y) Rule 415 may not covering the maximum number of Registrable Securities permitted to be relied upon registered by the Staff as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonably diligent efforts to advocate with the Staff for the registration of the resale of any or all of the Registrable SecuritiesSecurities in accordance with applicable guidance of the Staff , and/or (z) a Holder including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of any Registrable Securities must be named as an underwriter, the Holders understand this Agreement and agree that in the case of (ii) the Company may (notwithstanding anything subject to the contrary contained herein) reducepayment of liquidated damages pursuant to Section 2(c), on a pro rata basis, in if the manner provided above, Staff limits the total number of Registrable Securities permitted to be registered on behalf a particular Registration Statement as a secondary offering (and notwithstanding that the Company used reasonably diligent efforts to advocate with the Staff for the registration of each such Holderall or a greater portion of Registrable Securities), and unless otherwise directed in writing by a Holder as to its Registrable Securities or by the case Commission, all of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for other than the reason set forth in (i) or so reduced Offering Shares will be eliminated from the Registration Statement before any Offering Shares are eliminated and, if any Offering Shares must be eliminated, they will be eliminated on a pro rata basis as set forth in based upon the number of Offering Shares held by the Holders holding the Offering Shares (ii) aboveany such eliminated shares, the “Reduction Securities”). The In the event of a cutback hereunder, the Company shall use its commercially reasonable efforts give the Holder at least three (3) Trading Days prior written notice along with the first opportunity that is permitted calculations as to such Xxxxxx’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will file with the Commission, as promptly as allowed by the Commission Staff or applicable guidance of the Staff provided to the Company or to registrants of securities in general, one or more New Registration Statements on such other form available to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.