Limitations on Registrations Clause Samples
The "Limitations on Registrations" clause restricts the number or type of registrations a party may make under an agreement. Typically, this clause sets boundaries on how many products, services, or intellectual property items can be registered, or may specify conditions under which registrations are permitted, such as requiring prior approval or limiting registrations to certain territories. Its core function is to prevent overuse or abuse of registration rights, thereby protecting the interests of the granting party and ensuring orderly management of registrations.
Limitations on Registrations. The registration rights granted to the Initiating Holders pursuant to this Section 6 are subject to the following limitations:
(i) Each selling Stockholder shall pay all sales commissions or other similar selling charges with respect to his Stockholder Shares sold pursuant to a registration. In connection with one Demand Registration pursuant to this Section 6, at the request of the Initiating Holder, the Company shall pay all registration and filing fees, fees and expenses of compliance with federal and state securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel and accountants for the Company and fees and expenses of one counsel, selected by the selling Stockholders holding a majority of the Stockholder Shares to be sold in such registration, for all selling Stockholders in connection with a Demand Registration, unless the applicable state securities laws require that stockholders whose securities are being registered pay their pro rata share of such fees, expenses and disbursements, in which case each Stockholder participating in the registration shall pay his pro rata share of all such fees, expenses and disbursements based on his pro rata share of the total number of shares being registered. In all other instances, the selling Stockholders shall pay all expenses of a Demand Registration.
(ii) Initiating Holders holding a majority of the shares of Common Stock held by all Initiating Holders shall determine (A) whether such Demand Registration shall be the one Demand Registration in which the Company pays expenses pursuant to clause (i) of this section, (B) the method of distribution of the securities to be registered and (C) if an underwritten offering, shall select the managing underwriter of such offering;
(iii) the Company shall be entitled to postpone for a reasonable time not exceeding one hundred twenty (120) days the filing of any registration statement under this Section 6 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board of Directors of the Company shall determine in good faith that such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other corporate action which the Company is actively pursuing and is material to the business of the Company; and
(iv) a Registration Statement that does not become effective or does not remain effective for the period specified in Section 7(b) shall be deemed not to constitute ...
Limitations on Registrations. The Company shall not register any of its securities for sale for its own account (other than securities issued to employees of the Company under an employee benefit plan or securities issued to effect a business combination pursuant to Rule 145 promulgated under the Securities Act and other than a registration on Form S-3) except as a firm commitment underwriting.
Limitations on Registrations. The rights of Holders of Registrable Securities to request Demand Registrations pursuant to Section 2(g) are subject to the following limitations:
(1) in no event shall the Company be required to effect a Demand Registration unless the reasonably anticipated aggregate offering price to the public of all Registrable Securities for which registration has been requested by Holders, together with any shares sold by the Company for its own account, will be at least $5,000,000 or, if the foregoing is not satisfied, all of the Registrable Securities held by the Holders requiring registration are included in the Demand Registration;
(2) if in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its stockholders for a Demand Registration Statement to be filed in the near future, as evidenced by a certificate signed by the Chief Executive Officer of the Company and delivered to the Initiating Holders, in which case the Company’s obligation to use its reasonable best efforts to comply with this Section 2(g)(iii)(2) shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; and
(3) in no event shall the Company be required to effect, in the aggregate, more than three (3) Demand Registrations; provided, however, that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration the number of Registrable Securities requested to be registered by the Holders by reason of Section 2(g)(ii).
Limitations on Registrations. The rights of the Majority Holders to request Demand Registrations pursuant to Section 2.2(a) are subject to the limitation that in no event shall the Company be obligated to pay Registration Expenses of more than two Demand Registrations initiated by the Majority Holders; provided, however, (i) that to the extent the Company does not include in what would otherwise be the final registration for which the Company is required to pay Registration Expenses the number of Registrable Securities requested to be registered by the Holders by reason of Section 2.5(d) such number of Demand Registrations shall be increased once for each such occurrence and (ii) the Majority Holders shall be deemed not to have expended a Demand Registration right to the extent the Company terminates a Shelf Registration pursuant to Section 2.1(b) prior to the time that all Registrable Securities covered by such Shelf Registration have been sold.
Limitations on Registrations. The rights of Holders of Registrable Securities to request Demand Registrations pursuant to Section 2.1(a) are subject to the following limitations:
(1) in no event shall the Company be required to effect a Demand Registration unless the reasonably anticipated aggregate offering price to the public of all Registrable Securities for which registration has been requested by Holders, together with any shares sold by the Company for its own account, will be at least $5,000,000;
(2) in no event shall the Company be required to effect a Demand Registration prior to 91 calendar days after a prior Demand Registration Statement is declared effective by the SEC; and
(3) in no event shall the Company be required to effect a Demand Registration at any time during the period commencing with the filing of the Initial Registration Statement or the Additional Registration Statement with the SEC and ending with the earlier of (x) the effectiveness of the Initial Registration Statement or the Additional Registration Statement, as applicable, and (y) the applicable Effectiveness Deadline.
(4) in no event shall the Company be required to effect, in the aggregate, more than three Demand Registrations; provided, however, that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration the number of Registrable Securities requested to be registered by the Holders by reason of Section 2.1(b).
Limitations on Registrations. The rights of Investors of Registrable Securities to request Demand Registrations pursuant to Section 2(a)(i) are subject to the following limitations:
(1) in no event shall the Company be required to effect a Demand Registration unless the reasonably anticipated aggregate offering price to the public of all Registrable Securities for which registration has been requested by Investors, together with any shares sold by the Company for its own account, will be at least $1,000,000 or, if the foregoing is not satisfied, all of the Registrable Securities held by the Investors requiring registration are included in the Demand Registration; and
(2) in no event shall the Company be required to effect, in the aggregate, more than one (1) Demand Registration in any twelve (12) month period involving an Underwritten Offering; provided, however, (x) such number shall be increased to the extent the Company does not include in what would otherwise be the final registration the number of Registrable Securities requested to be registered by the Investors by reason of Section 2(a)(ii) and (y) there is no limitation on the number of Demand Registrations that will be Shelf Registrations.
Limitations on Registrations. The rights of Holders of Registrable Securities to request Demand Registrations pursuant to Section 2.1(a) are subject to the following limitation: in no event shall the Company be required to effect, in the aggregate, more
Limitations on Registrations. If the Issuer has determined in good faith that a Valid Business Reason exists, (i) the Issuer may postpone filing a registration statement relating to a Shelf Registration or effecting an Underwritten Shelf Takedown until such Valid Business Reason no longer exists and (ii) in the case of a registration statement which has been filed relating to a Shelf Registration, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement or may suspend other required registration actions under this Agreement. The Issuer shall give written notice to all Holders joining in the request for registration or an Underwritten Shelf Takedown of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. The Issuer may not effect any such postponement or withdrawal due to a Valid Business Reason under this Section 3.2(c) more than twice in any twelve month period, and such postponement or withdrawal may not exceed an aggregate period of 150 days in any such twelve month period or 90 days individually.
Limitations on Registrations. In no event shall the Company be required to effect more than three (3) Demand Registrations in total, or more than one (1) Demand Registration in any six (6) month period, pursuant to Section 2.1(a).
Limitations on Registrations. The rights of Investors of Registrable Securities to request Demand Registrations pursuant to Section 2(a)(i) are subject to the following limitations:
(1) in no event shall the Company be required to effect a Demand Registration if the Registrable Securities of the Initiating Investors are eligible to be resold as of the date of such Request without restrictions pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable), on any day during the period commencing thirty (30) Trading Days prior to the date of such Request, unless the aggregate dollar trading volume (as reported by Bloomberg, L.P.) of the class of equity of the Registrable Securities on the principal market or exchange on which such security is listed or designated for quotation is less than $100,000; and
(2) in no event shall the Company be required to effect, in the aggregate, more than two (2) Demand Registrations; provided, however, that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration the number of Registrable Securities requested to be registered by the Investors by reason of Section 2(a)(ii).