Limitations on Requested Registration Sample Clauses
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Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.1:
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;
(iii) During such time as the Company has an effective Shelf Registration Statement (as defined below) available for use by the stockholders; or
(iv) Within six (6) months of the filing of another registration statement pursuant to this Section 1.1.
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to one hundred and eighty (180) days following the effective date of a Qualified IPO;
(ii) 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) for which the aggregate offering price to the public is less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations);
(v) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and
(vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof.
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to the earlier of (A) the five (5) year anniversary of the date of this Agreement or (B) one hundred eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);
(ii) 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) for aggregate proceeds that (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $5,000,000;
(iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) After the Company has initiated two such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations).
(v) During the period starting with the date 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 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;
(vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3;
(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or
(viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly unde...
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) prior to the earlier of (A) February 10, 2016 or (B) six (6) months following the effective date of the Company’s Initial Public Offering;
(ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iii) after the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or
(iv) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.2 if, within twelve months of such written request, the Company has effected two (2) such registrations pursuant to this Section 2.2 and such registrations have been ordered or declared effective for a period of the earlier of 30 business days or the date of final sale of all Registrable Securities registered pursuant to the Requested Registration Statement;
Limitations on Requested Registration. Match shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.1:
(i) Prior to the time set forth, or the earlier waiver, in the applicable “lock up” provisions of any agreement executed by IAC and the underwriters in connection with Match’s Initial Public Offering;
(ii) In any twelve-month period, after Match has initiated three such registrations pursuant to this Section 1.1 (counting for these purposes only registrations that have been declared or ordered effective and pursuant to which securities have been sold); or
(iii) If IAC proposes to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made under Section 1.3 hereof.
Limitations on Requested Registration. The rights of Holders to request the Demand Registration pursuant to Section 2.2(a) are subject to the following limitations: (i) in no event shall the Holders be entitled to more than one Demand Registration Request, (ii) if the request is made prior to June 20, 2003 and the Board of Directors of the Company makes a reasonable good faith determination that the payment of the legal and accounting fees and other pertinent expenses incident to the filing and prosecution of the registration statement would have a material adverse effect on the financial condition of the Company, the Company shall not be required to comply with the Demand Registration Request, or (iii) if any of the Holders have participated in a Demand Registration or a Form S-3 Registration in the twelve-month period preceding the request. Provided, however, that the Company shall be required to comply with the Demand Registration Request if the Purchaser agrees to pay such expenses.
Limitations on Requested Registration. The rights of the Purchaser to request the Demand Registration pursuant to Section 2.2(a) are subject to the following limitations: (i) the Purchaser shall not be entitled to a Demand Registration Request if the Purchaser has not converted the Note, or some portion of the Note, into a minimum of 133,334 shares of Common Stock, (ii) except as provided in Section 2.2(e), in no event shall the Purchaser be entitled to more than one Demand Registration Request, (iii) if the request is made prior to December 31, 2002 and the Board of Directors of the Company makes a reasonable good faith determination that the payment of the legal and accounting fees and other pertinent expenses incident to the filing and prosecution of the registration statement would have a material adverse effect on the financial condition of the Company, the Company shall not be required to comply with the Demand Registration Request, or (iv) if the Purchaser has participated in a Demand Registration in a 90 day period preceding the request. Notwithstanding anything in this Section 2.2(c) to the contrary, the Company shall be required to comply with the Demand Registration Request if the Purchaser agrees to pay such expenses.
Limitations on Requested Registration. NewCo shall not be obligated to effect, or to take any action to effect, any IAC Registration pursuant to this Section 2.1:
(i) in any twelve (12)-month period, after NewCo has initiated two (2) IAC Registrations (counting for these purposes only Registration Statements that have been publicly filed with the SEC (with the initially filed Registration Statement and any subsequent amendments thereto counting as a single Registration Statement)); or
(ii) if IAC proposes to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3.
Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:
(i) Prior to eighteen (18) months after the date of this Agreement;
(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or
(iii) After the Company has initiated two such registrations pursuant to this Section 2.1 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold).