Common use of Limitations on Requested Registrations Clause in Contracts

Limitations on Requested Registrations. Notwithstanding anything to the contrary in Section 2.1: (a) Each Principal Holder may make no more than one request for registration under Section 2.1(a)(i). In addition, the aggregate Market Price of all IDSs, Class A Common Stock and IDS Notes (without duplication) to be offered pursuant to Section 2.1(a)(i) and Section 3.7 (in connection with an offering pursuant to Section 2.1(a)(i)) must exceed $15 million as of the date following the last day ASLP Holders may request that IDSs be included in such offering under Section 3.7 before the Company is obligated to honor any such request. (b) Each Principal Holder may make no more than three requests for registration under Section 2.1(a)(ii), less the number of requests such Principal Holder has previously made for registration of such Principal Holder’s Registrable Securities under Section 3.2 below. In addition, the aggregate Market Price of all IDSs, Class A Common Stock and IDS Notes (without duplication) to be offered pursuant to Section 2.1(a)(ii) and Section 3.7 (in connection with an offering pursuant to Section 2.1(a)(ii)) must exceed $15 million as of the date following the last day Holdings Unit Holders may request that IDSs be included in such offering under Section 3.7 before the Company is obligated to honor any such request. (c) Requests for registration under Section 2.1(a)(ii) by Holdings Unit Holders other than the Principal Holders may be made only during each of the following periods: (i) (x) September 10 through September 15 and (y) March 10 through March 15; provided that in the case of clause (x) the aggregate Market Price of all IDSs, Class A Common Stock and IDS Notes (without duplication) to be offered by the Company pursuant to Section 2.1(a)(ii) and Section 3.7 (in connection with an offering pursuant to Section 2.1(a)(ii)) as of the last day of the period set forth in clause (x) exceeds $10 million and that in the case of clause (y) there shall not have occurred another event in the eighteen months preceding such period that gave rise to the right of the holders to request a registration under Section 2.1(a)(ii) or under Section 3.7 (in connection with an offer pursuant to Section 2.1(a)(ii)) or gave rise to the right of ASLP Holders to exercise Exchange Warrants; (ii) the five Business Days preceding the date or expected date of any (x) Significant Transaction, or (y) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; and (iii) the five Business Days preceding the expected date of the consummation of any registered or underwritten offering as determined in advance in good faith by the Company.