Common use of Limitations on Registration Clause in Contracts

Limitations on Registration. The Company shall not be required to effect a registration pursuant to this Section 5.01: (i) after the Company has effected 2 registrations pursuant to this Section 5.01, and such registrations have been declared or ordered effective; provided, however, that in the event that the number of Registrable Securities included in any registration pursuant to this Section 5.01 is reduced by more than 50% of the number of Registrable Securities proposed to be registered pursuant to Section 5.01(a) in any registration, then such registration shall not count as a registration for purposes of this Section 5.01; (ii) during the period starting with the date which is 60 calendar days prior to the Company's good faith estimate of the date of the filing of, and ending on a date 180 calendar days following the effective date of, a Company-initiated registration subject to Section 5.02 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) if the Company shall furnish to the Initiating Holders requesting a registration pursuant to this Section 5.01 a certificate signed by the Company's Authorized Officer stating that a Potential Material Event exists, in which event the Company shall have the right to defer such filing for a period of not more than 90 calendar days after the Demand Notice Date, provided that such right to delay a request may not be exercised by the Company more than twice in any 12-month period with at least a 60 calendar day interval between such "black-out" periods; or (iv) if the Initiating Holders, together with the holders of any other Securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other Securities (if any) whereby the aggregate proceeds of which (after deduction for underwriter's discounts and expenses related to the issuance) are less than $5,000,000.

Limitations on Registration. The Company shall not be required to effect --------------------------- file a registration statement pursuant to this Section 5.01: 2.1(a) which would become effective within (i) after the Holdback Period, or such shorter period as agreed to by the lead managing underwriter for the Company's Initial Public Offering, following the effective date of a registration statement filed by the Company has effected 2 registrations 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 subsequent Public Offering for the account of the Company or another holder of securities of the Company if the Joint Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to this Section 5.012.2, or (b) if it would violate any restriction or prohibition requested by any managing underwriter for the Company's Initial Public Offering. In no event shall the Company be required to effect more than one (1) registration pursuant to Section 2.1.1 and one (1) registration pursuant to Section 2.1.2. Notwithstanding the 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 registrations have been declared registration be delayed for a period not in excess of 90 days in the aggregate from the date of the Company's receipt of the Demand or ordered effectivefrom the first date upon which the Company is required to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay"); provided, however, that if there shall occur any such delay in the event that registration hereunder, then the number holders of the Registrable Securities included in any registration pursuant to this Section 5.01 is reduced by more than 50% of the number of Registrable Securities proposed to shall be registered pursuant to Section 5.01(aentitled, (i) in any registration, then such registration shall not count as a registration for purposes of this Section 5.01; (ii) during the period starting with the date which is 60 calendar days prior to the Company's good faith estimate of the date of the filing of, and ending on a date 180 calendar days following the effective date of, a Company-initiated registration subject to Section 5.02 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) if the Company shall furnish to the Initiating Holders requesting a registration pursuant to this Section 5.01 a certificate signed by the Company's Authorized Officer stating that a Potential Material Event exists, in which event the Company shall have the right to defer such filing for a period of not more than 90 calendar thirty (30) days after the Period of Delay, to effect a Demand Notice Dateregistration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline ▇▇▇▇▇▇▇ Corporation, provided that its affiliates and their permitted transferees, as to which the rights hereunder shall be pari pasu) or prior to a registered Public Offering by ---- ---- the Company (other than such right to delay a request may not be exercised Public Offering by the Company more than twice in any 12-month period with at least on Form S-4 or S- 8), and (ii) to effect a 60 calendar day interval between such "black-out" periods; orregistration under Section 2. (iv) if the Initiating Holders, together with the holders of 1.1 prior to any other Securities 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 registered Public ---- ---- Offering by the Company entitled to inclusion in (other than such registration statement, propose to sell Registrable Securities and such other Securities (if any) whereby a Public Offering by the aggregate proceeds of which (after deduction for underwriter's discounts and expenses related to the issuance) are less than $5,000,000Company on Form S-4 or S-8).

Limitations on Registration. 2.3.1 In no event shall the Trust be required to effect more than one (1) registration pursuant to Section 2.1 and more than one (1) registration of the Preferred Registrable Securities and one (1) registration of the Common Registrable Securities (which, if so requested by the Majority Investors may be satisfied in one joint registration) pursuant to Section 2.2. 2.3.2 Notwithstanding anything herein, if the Trust reasonably believes that the filing of a registration statement with the SEC would adversely affect the contemplated activities of the Trust, then the Trust may postpone the filing of the applicable registration statement, require that the Investors not effect offers and sales pursuant to an effective registration statement or otherwise suspend its obligation to amend, modify or update a filed registration statement, for a period not in excess of 90 days in any 365-day period (or, in the event the filing any such postponement is in connection with a proposed underwritten public offering of the Trust's securities, for such longer period (not to exceed an additional 30 days) as may be reasonably requested by the managing underwriter for such proposed offering). 2.3.3 Notwithstanding anything herein, if the filing of a registration statement pursuant to this Agreement would require the Trust to include in a filing with the SEC financial statements of probable or completed acquisitions in order that such registration statement be in compliance with rules and regulations of the SEC, then the Trust may delay the filing of such registration statement until it has included the requisite financial statements (including any necessary pro forma financial information) in a filing with the SEC. The Company Trust shall use its commercially reasonable efforts to file such financial statements as soon as practicable. 2.3.4 The Trust shall not be required to effect file a registration pursuant to this Section 5.01: (i) after the Company has effected 2 registrations pursuant to this Section 5.01, and such registrations have been declared or ordered effective; provided, however, that in the event that the number of Registrable Securities included in any registration pursuant to this Section 5.01 is reduced by more than 50% of the number of Registrable Securities proposed to be registered statement pursuant to Section 5.01(a) in any registration, then such registration shall not count as a registration for purposes of this Section 5.01; (ii) during the period starting with the date 2.2 which is 60 calendar days prior to the Company's good faith estimate of the date of the filing of, and ending on a date would become effective within 180 calendar days following the effective date of, of a Company-initiated registration subject to Section 5.02 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement (other than a registration statement filed on Form S-4 or S-8) filed by the Trust with the SEC pertaining to become effective;any public offering for the account of any Investor. (iii) if the Company shall furnish 2.3.5 Notwithstanding anything to the Initiating Holders requesting a registration pursuant to contrary contained in this Agreement, the obligations of the Trust under this Section 5.01 a certificate signed by the Company's Authorized Officer stating that a Potential Material Event exists, in which event the Company 2 shall have the right to defer terminate at such filing for a period of not more than 90 calendar days after the Demand Notice Date, provided that such right to delay a request may not be exercised by the Company more than twice in any 12-month period with at least a 60 calendar day interval between such "black-out" periods; or (iv) if the Initiating Holders, together with the holders of any other Securities time as none of the Company entitled Investors beneficially own (which, for purposes of this Agreement shall be determined with reference to inclusion in such registration statementRule 13d-3 promulgated under the Securities Exchange Act of 1934, propose to sell as amended) Registrable Securities and such other Securities (if any) whereby the aggregate proceeds of which (after deduction for underwriter's discounts and expenses related to the issuance) are less than $5,000,000Securities.

Limitations on Registration. 2.3.1 In no event shall the Trust be required to effect more than one (1) registration pursuant to Section 2.1 and more than three (3) registrations pursuant to Section 2.2. 2.3.2 Notwithstanding anything herein, if the Trust reasonably believes that the filing of a registration statement with the SEC would adversely affect the contemplated activities of the Trust, then the Trust may postpone the filing of the applicable registration statement, require that the Investors not effect offers and sales pursuant to an effective registration statement or otherwise suspend its obligation to amend, modify or update a filed registration statement, for a period not in excess of 90 days in any 365-day period (or, in the event the filing any such postponement is in connection with a proposed underwritten public offering of the Trust's securities, for such longer period (not to exceed an additional 30 days) as may be reasonably requested by the managing underwriter for such proposed offering). 2.3.3 Notwithstanding anything herein, if the filing of a registration statement pursuant to this Agreement would require the Trust to include in a filing with the SEC financial statements of probable or completed acquisitions in order that such registration statement be in compliance with rules and regulations of the SEC, then the Trust may delay the filing of such registration statement until it has included the requisite financial statements (including any necessary pro forma financial information) in a filing with the SEC. The Company Trust shall use its commercially reasonable efforts to file such financial statements as soon as practicable. 2.3.4 The Trust shall not be required to effect file a registration pursuant to this Section 5.01: (i) after the Company has effected 2 registrations pursuant to this Section 5.01, and such registrations have been declared or ordered effective; provided, however, that in the event that the number of Registrable Securities included in any registration pursuant to this Section 5.01 is reduced by more than 50% of the number of Registrable Securities proposed to be registered statement pursuant to Section 5.01(a) in any registration, then such registration shall not count as a registration for purposes of this Section 5.01; (ii) during the period starting with the date 2.2 which is 60 calendar days prior to the Company's good faith estimate of the date of the filing of, and ending on a date would become effective within 180 calendar days following the effective date of, of a Company-initiated registration subject to Section 5.02 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement (other than a registration statement filed on Form S-4 or S-8) filed by the Trust with the SEC pertaining to become effective;any public offering for the account of any Investor. (iii) if the Company shall furnish 2.3.5 Notwithstanding anything to the Initiating Holders requesting a registration pursuant to contrary contained in this Agreement, the obligations of the Trust under this Section 5.01 a certificate signed by the Company's Authorized Officer stating that a Potential Material Event exists, in which event the Company 2 shall have the right to defer terminate at such filing for a period of not more than 90 calendar days after the Demand Notice Date, provided that such right to delay a request may not be exercised by the Company more than twice in any 12-month period with at least a 60 calendar day interval between such "black-out" periods; or (iv) if the Initiating Holders, together with the holders of any other Securities time as none of the Company entitled Investors beneficially own (which, for purposes of this Agreement shall be determined with reference to inclusion in such registration statementRule 13d-3 promulgated under the Securities Exchange Act of 1934, propose to sell as amended) Registrable Securities and such other Securities (if any) whereby the aggregate proceeds of which (after deduction for underwriter's discounts and expenses related to the issuance) are less than $5,000,000Securities.