Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.2: (i) If the Stockholders collectively propose to sell Registrable Securities representing fewer than five percent (5%) of all then-outstanding Common Stock; (ii) If, in a given twelve-month period, the Company has effected two such registrations in such period; or (iii) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;
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Sources: Stockholders Rights Agreement, Stockholders Rights Agreement (WPP PLC)