Registration Limitations. (a) Subject to Section 4.4(a), the Company will use reasonable efforts to prepare such supplements or amendments (including a post-effective amendment), if required by Applicable Law, to each applicable registration statement and file any other required document so that such registration statement will be available at all times during the period for which such registration statement is required pursuant to this Agreement to be effective; provided, that no such supplement, amendment or filing will be required during a Blackout Period. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Stockholder, to postpone the filing of any registration statement for any Long-Form Registration or Shelf Registration and to require the holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities in connection with any Long-Form Registration, Shelf Registration or Shelf Take-down during any Blackout Period. No sales may be made by the Stockholder under any registration statement during any Blackout Period of which the Company has provided notice to the Stockholder. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall notify the Stockholder promptly upon each of the commencement and the termination of each Blackout Period. In connection with the expiration of any Blackout Period, the Company, to the extent necessary and as required by Applicable Law, shall as promptly as reasonably practicable prepare supplements or amendments, including a post-effective amendment, to the registration statement or the prospectus, or any document incorporated therein by reference, or file any other required document, so that the applicable registration statement will be available for registration of registrable securities as contemplated hereby. A Blackout Period described in clause (ii) of the definition thereof shall be deemed to have expired when the Company has notified the Stockholder that the Blackout Period has so expired and the registration statement is available. Upon expiration of a Blackout Period described in clause (i) of the definition thereof, any additional duration of a Blackout Period will be deemed to be a Blackout Period described in clause (ii) of the definition thereof and subject to the limitations therein.
(b) Notwithstanding anything to the contrary herein, Section 4.1 and Sec...
Registration Limitations. Each Purchaser understands and acknowledges that the Company’s ability to register the Purchaser’s sale of Underling Shares as contemplated by the Registration Rights Agreement may be limited by (i) the outstanding registration rights set forth in Schedule 3.1(cc) and/or (ii) the SEC Staff’s policy that the registration of the resale of securities in certain transactions constituting “private investments in public equity” are limited to one-third of the registrant’s public float (defined as securities held by non-Affiliates).
Registration Limitations. (a) Subject to Section 3(k), promptly following the Closing Date (but in no event later than ten (10) Business Days after receiving the Company’s financial statements, and auditor consent, necessary to permit Parent to file the Registration Statement), Parent shall file with the SEC a registration statement for the public resale by the Holders of the Registrable Stock on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, in respect of which Parent may use a Form S-3 registration statement (or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) (“Form S-3”) to the extent Parent is then eligible for its use (together with any prospectus included therein, as such registration statement or the prospectus may be amended or supplemented, as applicable, from time to time, the “Registration Statement”), and cause the Registration Statement to become automatically effective upon filing if eligible to do so. The plan of distribution indicated in the Registration Statement will include all such transactions as the Holders may reasonably request in writing prior to the filing of the Registration Statement and that can be included in the Registration Statement under the rules and regulations of the SEC. Subject to Section 3(k), Parent shall use all commercially reasonable efforts to keep the Registration Statement continuously effective for any Registrable Stock then outstanding.
(b) Each Holder covenants to, and otherwise agrees with, Parent that, notwithstanding anything in this Agreement to the contrary, at any time that such Holder holds Registrable Stock and Rule 144 is otherwise available to such Holder for sales of Registrable Securities, such Holder will use Rule 144 for all offers, sales, transfers or other dispositions of any Registrable Stock, and shall not use the Registration Statement to effect any such transactions or any other transactions as may be contemplated by the plan of distribution in the Registration Statement. For purposes of clarifying the immediately preceding sentence, it is understood that the phrase “Rule 144 is otherwise available” shall mean that, solely as it relates to affiliates of Parent (as the term “affiliate” is defined in Rule 144 and as determined by Parent in its good faith determination (but in all cases including any Section 16 officers of Parent)), Rule 144 shall not in any way limit such affilia...
Registration Limitations. If registered, the GR will be registered as: Klasique’s (Buyer will have up to 26 letters to use to complete the registered name) (50 with an additional charge). Buyer agrees to select a name consistent with the following litter theme: . Buyer expressly agrees that this GR may only be registered with the American Kennel Club (and/or any other similar registration) under a Limited Registration, except as otherwise expressly provided herein. Notwithstanding the above, Seller does not represent that this GR is of “show quality”.
Registration Limitations. Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to register any Registrable Securities, which, in the reasonable opinion of the Company’s counsel, may be sold pursuant to the exemption from registration provided by Rule144(b)(1).
5. Except as amended by this Amendment, the Registration Rights Agreement remains in full force and effect.
6. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of Indiana, without regard to the principles of conflicts of law thereof.
7. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and .pdf signatures shall be valid and treated as originals.
Registration Limitations. The Demand Registration rights granted to MCG, the Demand Group and the Banks in Section 9.1(a) are subject to the following limitations: (i) MCG is entitled to request one (1) Demand Registration; the Demand Group is entitled to request one (1) Demand Registration; and the Banks are entitled to request one (1) Demand Registration; provided, however, that if MCG, the Demand Group or the Banks are unable to sell at least 50% of the Registrable Securities intended to be sold by such party in a Demand Registration, such party will not be deemed to have exercised its Demand Registration; and (ii) each registration in respect of a Demand Registration request must include, in the aggregate (based on Registrable Securities included in such registration statement by all Stockholders participating in such registration) Registrable Securities having an aggregate market value of at least $25,000,000 based on the then-current market price. A registration will not count as one of such Demand Registrations until it has become effective and, if such offering is an underwritten offering, the holders of Registrable Securities have sold all Securities requested to be included thereunder (exclusive of Securities registered to cover underwriters’ over-allotment options).
