Limitation on Demand Registrations Clause Samples
The Limitation on Demand Registrations clause restricts the number or frequency of times a party can require the registration of securities under a contract. Typically, this clause sets a maximum number of demand registration rights that an investor may exercise within a certain period, or imposes conditions such as minimum offering size or blackout periods. Its core function is to balance the investor's ability to achieve liquidity with the issuer's need to manage administrative burden and market disruption, thereby preventing excessive or disruptive registration demands.
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. The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b) if (i) the Requesting Holder(s) 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 (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable 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 reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such 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 material...
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 was declared effective, the Investors withdraw their request pursuant to Section 3.1.3 or an Underwritten Shelf Takedown requested by the Investors was consummated within the preceding ninety (90) days.
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. The Company shall not be obligated to take any action to effect any Demand Registration (i) less than one hundred and eighty (180) days following the date of this Agreement (unless otherwise consented to by the Company’s Board of Directors) or (ii) if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days (unless otherwise consented to by the Company’s Board of Directors).
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.
Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if: (i) a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days; (ii) the Registrable Securities requested to be registered pursuant to the Demand Registration Request has a Market Value of less than $25 million; or (iii) the Company previously filed three (3) Demand Registration Statements at the request of one or more Lead Investors and such Demand Registration Statements were declared (or became) effective under the Securities Act (it being understood that the filing of the Shelf Registration Statement pursuant to Section 3.2 below shall not be deemed to be the filing of a Demand Registration Statement at the request of one or more Lead Investors).
Limitation on Demand Registrations. Notwithstanding anything to the contrary set forth in Section 3(a), the Company shall not be obligated to file a Registration Statement with respect to a Demand Registration upon a request by the Initiating Holders under Section 3(a) if (i) the Company has any other Registration Statement on file but not yet declared effective, (ii) the Company has filed any other Registration Statement that has an effective date within a period of 180 days prior to the filing of the Registration Statement with respect to the Demand Registration, or (iii) Registrable Securities having an anticipated aggregate net offering price of less than $7,500,000 are to be registered in such Demand Registration.