Common use of Limitations on Requested Registration Clause in Contracts

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or ordered effective and pursuant to which securities have been sold, and (y) registrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company)); or (iv) during the period starting with the date sixty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 2.1: (i) prior Prior to the earlier of (A) February 10, 2016 the five (5) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of the Company’s Initial Public Offering; (ii) in 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 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 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 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) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit planson Form S-4 or S-8 or any successor form); provided that the Company is actively employing in good faith all 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 2.1: (i) prior to the earlier of (A) February 10, 2016 the five (5) year anniversary of the Closing Date 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 (x1) 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 (y2) 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 2.1: (i) prior to the earlier of (A) February 10, 2016 or (B) six (6) months After four years following the effective date of the Company’s Initial Public Offeringhereof; (ii) in 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 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 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 CompanyWithdrawn Registrations)); or; (iv) during 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) days after the effective date of, a Company-initiated registration (other than a registration relating solely to employee benefit plans)registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (v) If the Investor 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 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 if, after having used its reasonable best efforts, the Company is unable to the earlier of (A) February 10, 2016 qualify for registration on Form S-3 or (B) six (6) months following the effective date of the Company’s Initial Public Offeringany comparable or successor form or forms; (ii) in if the Investor, together with the holders of any particular jurisdiction in which other securities of the Company would be required entitled to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service inclusion in such jurisdiction registration statement, propose to sell Registrable Securities and except as may be required by such other securities (if any) the Securities Actaggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $1,000,000; (iii) after the Company has initiated two (2) such registrations pursuant to this Section 2.1 in any twelve month period (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)Withdrawn Registrations); or (iv) during the period starting with the date sixty thirty (6030) 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)registration; 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 2.1: (i) prior Prior to the earlier of (A) February 10, 2016 the five (5) year anniversary of the date of this Agreement or (B) six one hundred and eighty (6180) months days following the effective date of the Company’s registration statement for the Initial Public OfferingOffering (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); (ii) in If the Initiating Holders, together with the holders of any particular jurisdiction in which other securities of the Company would be required entitled to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service inclusion in such jurisdiction registration statement, propose to sell Registrable Securities and except as may be required by such other securities (if any) the Securities Actaggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $5,000,000; (iii) after 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)Withdrawn Registrations); orand (iv) during 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) days after the effective date of, a Company-initiated registration (other than a registration relating solely or ending on the subsequent date on which all market stand-off agreements applicable to employee benefit plansthe offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.