Common use of Registration Limitation Clause in Contracts

Registration Limitation. Notwithstanding any other provision of this Agreement, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, the Company shall reduce Registrable Securities on a pro rata basis. In the event of a reduction of the number of Registrable Securities hereunder, the Company shall give the Investor at least five (5) Business Days prior written notice along with the calculations as to such Investor’s allotment. In the event the Company amends the initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 (unless the Company is then eligible to use Form S-3) or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.