Common use of Limitations on Registration Clause in Contracts

Limitations on Registration. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section (a) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be then be eligible to be registered on Form S-3 pursuant to a request made pursuant to Section (b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section (b) if the Company has effected two (2) registrations pursuant to Section (b) within the twelve (12)-month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section (c) (i) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration and elect not to pay the registration expenses pursuant to Section 2.7, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section (c); provided, however, in the event that a withdrawal by the Holders is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under this Section 2.1, such registration shall not be treated as “effected” for purposes of this Section 2.1, even though the Holders do not bear the registration expenses for such registration, (ii) if such registration statement is not maintained effective for the period required pursuant to Section 2.5(a) or (iii) if the offering of the Registrable Securities pursuant to such registration statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional registration pursuant to Section (a) in lieu thereof.

Limitations on Registration. The Company Notwithstanding any provision of this Agreement, the Corporation shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.3: (ai) if In any particular jurisdiction in which the Corporation would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Corporation has initiated two (2) such registrations pursuant to Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective); (iii) If the Corporation shall furnish to Holders requesting a registration statement pursuant to this Agreement, a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its stockholders for such registration statement to be filed at the time requested, and it is therefore necessary to defer the filing of such registration statement, the Corporation shall have the right to defer such filing and notice, as otherwise required under this Agreement, for a period of not more than 180 days after receipt of the request of the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any 12 month period; or (iv) During the period starting with the date 60 days prior to the Corporation's good faith estimated date of filing of, and ending on the date 180 days immediately following the effective date of, any registration statement pertaining to securities of the Corporation, including any securities registered pursuant to Section 1.3 (other than a registration of securities in a Rule 145 transaction or with respect to a stock or option plan or other employee benefit plan), provided that the Corporation is actively employing in good faith all reasonable efforts during such period to cause such registration statement to become effective and provided that the Holders of Registrable Securities were entitled to request inclusion of their Registrable Securities to the extent they are otherwise entitled to pursuant to the terms of this Agreement; (v) If the Initiating Holders propose to dispose of shares of Registrable Securities that which may be then be eligible to be immediately registered on Form S-3 pursuant to a request made pursuant under Section 1.5 hereof; (vi) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to Section (b). The Company the consent of the Corporation, which consent shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section unreasonably withheld); (bvii) if If the Company has effected two (2) registrations pursuant to Section (b) within the twelve (12)-month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section (c) (i) until such time as the applicable registration statement has been declared effective by the SEC, unless Corporation and the Initiating Holders withdraw their request for such are unable to obtain the commitment of the underwriter described in clause (vi) above to firmly underwrite the offer. The registration and elect not to pay the registration expenses statement filed pursuant to Section 2.7the request of the Initiating Holders may, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section (c); provided, however, in the event that a withdrawal by the Holders is based upon material adverse information relating subject to the Company that is different from provisions of Sections 1.3(d) and 1.13 hereof, include other securities of the information known or available (upon request from Corporation, with respect to which registration rights have been granted, and may include securities of the Company or otherwise) to the Holders requesting registration at the time of their request for registration under this Section 2.1, such registration shall not be treated as “effected” for purposes of this Section 2.1, even though the Holders do not bear the registration expenses for such registration, (ii) if such registration statement is not maintained effective Corporation sold for the period required pursuant to Section 2.5(a) or (iii) if the offering account of the Registrable Securities pursuant to such registration statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional registration pursuant to Section (a) in lieu thereofCorporation.

Limitations on Registration. The Company shall not be obligated required to effect--------------------------- file a registration statement pursuant to this Section 2.1 which would become effective within (i) 180 days, or such shorter period as agreed to take by the lead managing underwriter for the Company's Initial Public Offering, following the effective date of a registration statement filed by the Company with the Commission pertaining to an Initial Public Offering for the account of the Company, provided that no other holder of the Company's securities shall have been permitted to participate in such Initial Public Offering, or (ii) 120 days following the effective date of a registration statement (other than a registration statement filed on Form S-4 or S-8) filed by the Company with the Commission pertaining to any action subsequent Public Offering for the account of the Company or another holder of securities of the Company if the Stockholders were afforded the opportunity to effect, any include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2, or (ab) if it would violate any restriction or prohibition requested by any managing underwriter for the Initiating Holders propose Company's Initial Public Offering. In no event shall the Company be required to dispose of shares of Registrable Securities that may be then be eligible to be registered on Form S-3 pursuant to a request made pursuant to Section effect more than one (b). The Company shall not be obligated to effect, or to take any action to effect, any 1) registration pursuant to Section 2.1.1 and one (b1) if the Company has effected two (2) registrations registration pursuant to Section (b) within 2.1.2. Notwithstanding the twelve (12)-month foregoing, if, in the good faith determination of the Company's Board of Directors, a registration would adversely affect certain activities of the Company to the material detriment of the Company, then the Company may at its option direct that such registration be delayed for a period immediately preceding not in excess of 90 days in the aggregate from the date of such request. A registration shall not be counted as “effected” for purposes the Company's receipt of this Section (c) (i) until such time as the applicable registration statement has been declared effective by Demand or from the SEC, unless first date upon which the Initiating Holders withdraw their request for such registration and elect not Company is required to pay effect the registration expenses pursuant to contemplated by Section 2.72.1.1, in which case such withdrawn registration statement shall be counted as “effected” for purposes applicable (the "Period of this Section (cDelay"); provided, however, if there shall occur any such delay in the event that a withdrawal by registration hereunder, then the Holders is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under this Section 2.1, such registration shall not be treated as “effected” for purposes of this Section 2.1, even though the Holders do not bear the registration expenses for such registration, (ii) if such registration statement is not maintained effective for the period required pursuant to Section 2.5(a) or (iii) if the offering holders of the Registrable Securities pursuant shall be entitled, (i) for a period of thirty (30) days after the Period of Delay, to such effect a Demand registration statement is subject under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline ▇▇▇▇▇▇▇ Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari ---- pasu) or prior to a stop orderregistered Public Offering by the Company (other than such a ---- Public Offering by the Company on Form S-4 or S-8), injunction or similar order or requirement of the SEC during such period, in which case, such requesting and (ii) to effect a registration under Section 2. 1.1 prior to any other holder of Registrable Securities registration rights (other than SmithKline ▇▇▇▇▇▇▇ Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be entitled pari pasu) or ---- ---- prior to an additional registration pursuant to Section a registered Public Offering by the Company (aother than such a Public Offering by the Company on Form S-4 or S-8) in lieu thereof.