Common use of Limitations on S 3 Registrations Clause in Contracts

Limitations on S 3 Registrations. If the Board of Directors has a Valid Business Reason, the Company (x) may postpone filing a registration statement relating to an S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and twenty (120) days and (y) in case a registration statement has been filed relating to an S-3 Registration, upon the approval of a majority of the Board of Directors, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice 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. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 3.2(a), (i) within ninety (90) days after the effective date of any other registration statement of the Company, (ii) if within the twelve (12) month period preceding the date of such request, the Company has effected two (2) S-3 Registrations pursuant to Section 3.2(a), (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or (iv) if the Participating Holders (including the S-3 Initiating Holders), propose to sell their Registrable Securities to the public at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) of less than $20,000,000.