Limitations on Demand Registrations Clause Samples

Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations. (b) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).

Limitations on Demand Registrations. Subject to Section 2.2(a) and this Section 2.2(b), any Holder will be entitled to request an unlimited number of Demand Registrations; provided that the Company will not be obligated to effect more than one Demand Registration which, for the avoidance of doubt, shall be in addition to any registration on a Shelf Registration Statement, in any six-month period. Any Holder shall be entitled to participate in a Demand Registration initiated by any other Holder.

Limitations on Demand Registrations. (i) The Company may delay making a filing of a Registration Statement or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the President and Chief Executive Officer of the Company to the Holders, prior to the time it would otherwise have been required to file such Registration Statement or take such action pursuant to this Section 1.2, stating that the Board has determined in good faith that the filing of such Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the filing of the Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12) month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone other than the Holders. (ii) The Company shall only be obligated to effect two (2) Demand Requests pursuant to this Section 1.2. (iii) The Company shall not be required to comply with a Demand Request unless the reasonably anticipated aggregate gross proceeds to be raised (before any underwriting discounts and commissions) would be equal to or exceed $1,000,000.

Limitations on Demand Registrations. The rights of the Holders to effect a Demand Registration shall be limited as follows: 3.2.1 Except as set forth in subparagraph 3.2.2, the Company shall not be required to effect more than two Demand Registrations. 3.2.2 Notwithstanding subparagraph 3.2.1 and subject to the provisions of paragraph 3.3 hereof, the Holders shall be entitled to three (3) Demand Registrations at the Company's expense on Form S-3 or any similar short-form registration, provided that the Company qualifies for such short-form registration, and provided further that any REGISTRATION RIGHTS AGREEMENT Demand Registration pursuant to this subparagraph 3.2.2 shall not be counted as one of the Demand Registrations allowed under subparagraph 3.2.1 above. 3.2.3 Notwithstanding subparagraph 3.2.2, the Holders shall be entitled to an unlimited number of Demand Registrations at their own expense on any applicable form of registration. 3.2.4 The Company shall not be obligated to effect a registration, qualification, or compliance under this Article III during the period starting sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively and in good faith employing all reasonable efforts to cause such registration to become effective. 3.2.5 The Company will not be deemed to have provided a Demand Registration hereunder unless, in addition to the satisfaction of any other conditions required by this Agreement, such registration has become effective. 3.2.6 Any Demand Registration must be firmly underwritten by underwriters selected by the Initiating Holders, subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Company and the Initiating Holders shall obtain the commitment of such underwriter to firmly underwrite the offering. 3.2.7 If the Company shall furnish to the Holders making such Demand a certificate signed by the President of the Company stating that, in the unanimous good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Registration Statement to be filed at the date filing would be required hereunder, then the Company shall have an additional period of not more than...

Limitations on Demand Registrations. Subject to Section 2.01(a) and this Section 2.02(b), any Holder will be entitled to request an unlimited number of Demand Registrations; provided that the number of shares of Registrable Securities included in the Demand Registration would, if fully sold, yield gross proceeds to the Holder (based on the VWAP as of the date of the Demand Notice) of at least the Minimum Amount. Any Holder shall be entitled to participate in a Demand Registration initiated by any other Holder. The Company shall not be obligated to effect more than one Demand Registration in any given 3-month period, provided, however, that any Demand Registration for which no Registration Statement was declared effective, whether by virtue of the withdrawal of Registrable Securities by one or more Holders or for any other reason, shall not count against such limit. Any Demand Registration shall be in addition to any registration on a Shelf Registration Statement.

Limitations on Demand Registrations. The Company shall not be obligated to (i) effect more than two (2) Demand Registrations in respect of the Demand Registrable Securities held by ▇▇▇▇▇, (ii) effect more than two (2) Demand Registrations in respect of the Demand Registrable Securities held by Rho, (iii) effect more than one (1) Demand Registration in any six (6) month period or (iv) effect any Demand Registration where the aggregate price to the public of the Demand Registrable Securities proposed to be sold is less than $10 million. The managing underwriter or underwriters of a Demand Registration shall be a nationally recognized investment banking firm selected by the Company with the consent of the Demanding Holders, which consent will not be unreasonably delayed or withheld (the “Approved Underwriter”). If ▇▇▇▇▇ and/or Rho participates in an offering pursuant to Section 2.4.1, ▇▇▇▇▇ and/or Rho, as applicable, will be deemed to have used one (1) of its Demand Registrations to the extent the conditions set forth in Section 2.5.4 are satisfied and ▇▇▇▇▇ and/or Rho, as applicable, was permitted by the Company Underwriter, in writing, to include in such offering at least 50% of the Registrable Securities owned by ▇▇▇▇▇ and/or Rho, as applicable, as of the date of this Agreement, or such lesser number as was requested by ▇▇▇▇▇ and/or Rho to be included in such offering.

Limitations on Demand Registrations. The Company shall not be obligated to effect (x) in any 12-month period, more than four (4) Demand Registrations requested by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇(s) (together with any Underwritten Shelf Takedowns or Mexican Offerings requested by Threshold Holder(s)); or (y) any Demand Registration if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Demand Registration, in the good faith judgment of the managing underwriter(s) therefor (or the Company if such Demand Registration is not underwritten), is less than the lesser of $200 million and 7.5% of the Registrable Securities (provided that such 7.5% of the Registrable Securities represents at least $30 million) as of the date the Company receives a Demand Request. The Company shall not be obligated to effect a Demand Registration within sixty (60) days (or such longer period specified in any applicable lock-up agreement entered into with underwriters) after the consummation of a previous Underwritten Shelf Takedown or Demand Registration. For the avoidance of doubt, if an Underwritten Shelf Takedown or a Demand Registration is commenced but not consummated due to a suspension of sales by the Company pursuant to Section 2(f), the restriction in the foregoing sentence shall not apply.

Limitations on Demand Registrations. (i) The Company shall not be required to effect more than two Demand Registrations. (ii) If the Board of Directors of the Company, acting in good faith, determines that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related Prospectus) resulting from a Demand Registration would: (A) materially and adversely interfere with any previously announced business combination transaction involving the Company; or (B) result in the premature disclosure of any material pending financing, acquisition, corporate reorganization or any other corporate development or other events involving the Company or any of its subsidiaries; then, in either such event, the Company shall promptly give the Holders written notice of such determination. The Company shall thereupon have the right to delay the filing or the effectiveness (but not the preparation) of the Registration Statement for the Demand Registration for a reasonable period of time, but in no event more than 120 days after the date that the request for a Demand Registration was made; provided that in the event of such delay, the Holders of a majority of the Registrable Securities to be included in such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration, and responsibility for Registration Expenses incurred by the parties prior to such delay shall be allocated in accordance with Section 1.2(e). The Company may not exercise this right to delay a Demand Registration more than once during any period of twelve consecutive months.

Limitations on Demand Registrations. Notwithstanding anything herein to the contrary, the obligations of the Company to cause any Registrable Securities to be registered pursuant to Section 2.1 are subject to each of the following limitations, conditions and qualifications: (i) The Holders may only request that the Company make any Demand Registration subsequent to the earlier of 180 days following the effective date of the registration statement for the initial public offering of the Company's securities. (ii) Any request for Demand Registration made by the Sellers pursuant to Section 2.1, to be effective, shall request the registration of the offering and sale or other distribution by the Holders of not less than one-half of the Registrable Securities. (iii) In the event the Holders request Demand Registration pursuant to Section 2.1 and the related offering is to be underwritten, the managing underwriter shall be a nationally recognized investment banking firm approved by the Company in the reasonable exercise of its discretion. (iv) The Company shall be required to effect only two Demand Registrations pursuant to Section 2.1; provided, however, that a registration shall not count as a Demand Registration unless 90% of the Registrable Securities requested to be included in such registration are sold pursuant to such registration statement.