Limitation on Demand Registrations. Following an IPO, the Registering Entity will not be obligated to effect more than five registrations pursuant to this Section 2, provided that a request for registration will not count for the purposes of this limitation if (i) the Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date such registration statement is first filed with the Commission, (iii) if, after such Registration Statement becomes effective, such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, (iv) the Holders are not able to register and sell at least 80% of the Registrable Securities requested to be included in such registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant to Section 2(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.
Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration or Piggyback Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days (unless otherwise consented to by the Company).
Limitation on Demand Registrations. In no event shall the Issuer be required to effect more than two Demand Registrations.
Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration pursuant to Section 3.1 was declared effective or an Underwritten Shelf Takedown pursuant to Section 3.2 was consummated within the preceding one hundred eighty (180) days (unless otherwise consented to by the Company).
Limitation on Demand Registrations. Subject to clause (h) below, in no event shall the Company be required to effect more than five (5) Demand Registrations.
Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect more than two (2) Public Offerings pursuant to Section 3.1 of this Agreement in any consecutive twelve (12) month period. In addition, the Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated in the preceding ninety (90) days (unless otherwise consented to by the Board of Directors).
Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if (x) a Demand Registration or Piggyback Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days or (y) the value of the Registrable Securities proposed to be sold by the initiating Holders is not at least the lesser of twenty-five million dollars ($25 million) and all of such Holder’s Registrable Securities.
Limitation on Demand Registrations. Each Sponsor shall have the right to request up to three (3) Long-Form Registrations and an unlimited number of Short-Form Registrations. Notwithstanding the foregoing, (i) each Sponsor may request no more than (A) two (2) Demand Registrations in any twelve (12)-month period or (B) more than one (1) Demand Registration in any three (3)-month period and (ii) in no event shall the Company be required to effect more than three (3) Demand Registrations in any twelve (12)-month period. The limitations on Demand Registrations in this Section 2.01(b) shall not apply to any Demand Registrations agreed upon by the Sponsors that are in excess of such limitations.
Limitation on Demand Registrations. The Company will not be obligated to effect more than four registrations pursuant to this Section 1, provided that a request for registration will not count for the purposes of this limitation if (i) the Required Holders determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such registration statement is first filed with the Commission, (iii) prior to the sale of at least 90% of the Registrable Securities included in the registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Required Holders’ reasonable satisfaction within 30 days of the date of such order, (iv) more than 20% of the Registrable Securities requested by the Required Holders to be included in the registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by the Required Holders). Notwithstanding the foregoing, the Company shall pay all Registration Expenses in connection with any request for registration pursuant to Section 1(a) regardless of whether or not such request counts toward the limitation set forth above. The Company will not be obligated to effect more than one registration pursuant to Section 1(a) during any 180-day period.
Limitation on Demand Registrations. Notwithstanding anything to the contrary set forth in Section 1.2(a), but subject to Sections 1.6 and 2, the Company shall not be obligated to file a Registration Statement with respect to a Demand Registration upon a request by a Holder under Section 1.2(a): (1) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell less than one million shares of Registrable Securities; (2) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Demand Registration or any other registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement for a period of not more than 90 days after receipt of the request of the Holder or Holders under this Section 1.2; PROVIDED, HOWEVER, that the Company shall not utilize this right more than once in any 12-month period; (3) if the Company has, within the 12-month period preceding the date of such request, already effected one Demand Registration for the Holders pursuant to this Section 1.2; (4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (5) prior to nine months following the date of this Agreement.
