Limitations on Registration. The Company shall not be --------------------------- required to file a registration statement pursuant to this Section 2.1(a) which would become effective within (i) the Holdback Period, or such shorter period as agreed to by the lead managing underwriter for the Company's Initial Public Offering, following the effective date of a registration statement filed by the Company with the Commission pertaining to an Initial Public Offering for the account of the Company, provided that no other holder of the Company's securities shall have been permitted to participate in such Initial Public Offering, or (ii) 120 days following the effective date of a registration statement (other than a registration statement filed on Form S-4 or S-8) filed by the Company with the Commission pertaining to any subsequent Public Offering for the account of the Company or another holder of securities of the Company if the Joint Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2, or (b) if it would violate any restriction or prohibition requested by any managing underwriter for the Company's Initial Public Offering. In no event shall the Company be required to effect more than one (1) registration pursuant to Section 2.1.1 and one (1) registration pursuant to Section 2.1.2. Notwithstanding the foregoing, if, in the good faith determination of the Company's Board of Directors, a registration would adversely affect certain activities of the Company to the material detriment of the Company, then the Company may at its option direct that such registration be delayed for a period not in excess of 90 days in the aggregate from the date of the Company's receipt of the Demand or from the first date upon which the Company is required to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay"); provided, however, if there shall occur any such delay in the registration hereunder, then the holders of the Registrable Securities shall be entitled, (i) for a period of thirty (30) days after the Period of Delay, to effect a Demand registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari ---- pasu) or prior to a registered Public Offering by the Company (other than such a ---- Public Offering by the Company on ...
Limitations on Registration. The Company shall not be required to effect a registration pursuant to this Section 2.01:
Limitations on Registration. The Company shall have no obligation to facilitate or participate in, including entering into any underwriting agreement, for more than (i) two Underwritten Offerings pursuant to Section 2.03(a) hereof at the request of BlackRock, (ii) two Underwritten Offerings pursuant to Section 2.03(a) hereof at the request of GSO, (iii) two Underwritten Offerings pursuant to Section 2.03(a) hereof at the request of Magnetar, (iv) one Underwritten Offering pursuant to Section 2.03(b) hereof at the request of BlackRock, (v) one Underwritten Offering pursuant to Section 2.03(b) hereof at the request of GSO, (vi) one Underwritten Offering pursuant to Section 2.03(b) hereof at the request of Magnetar and (vii) one Underwritten Offering pursuant to Section 2.03(b) hereof at the request of Holders holding at least 66 ⅔% of the outstanding Series A Preferred Share Registrable Securities not held by the Lead Investors at such time; provided, further, that none of the foregoing Underwritten Offerings in clauses (i) through (vii) above shall occur within 180 days of each other; provided, further, that if the Company or its Affiliates are conducting or actively pursuing a securities offering of the Company’s Common Stock and/or Series A Preferred Shares with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Company may suspend such Selling Holder’s right to require the Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Company may only suspend such Selling Holder’s right to require the Company to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period.
Limitations on Registration. NGSG’s obligation to effect a registration under Section 3.3(a) shall expire two years from the date of consummation of the Purchase. Notwithstanding any provision to the contrary in this Section 3.3, NGSG shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to Section 3.3 on more than two occasions; provided, however, only registrations which actually include all of the Restricted Securities of Sellers requested to be included shall be counted for this purpose.
Limitations on Registration. In any public offering of securities of the Issuer registered pursuant to Article IV or V, if any Lead Underwriter determines in good faith that the registration of all or part of such securities requested to be included would have a material and adverse effect on the success of such offering, then the Issuer shall be required to include in such offering only such number of such securities as the Lead Underwriter reasonably believes would not have such adverse effect, according to the following priority:
Limitations on Registration. The Company shall not be required to effect a registration pursuant to this Section 2.02: (i) if at the time of the request, Form F-3 or S-3 (or such similar or successor form as may be applicable) is not available to the Company for such offering;
Limitations on Registration. The Purchaser shall not be required --------------------------- to file a registration statement pursuant to this Section 9.2 which would become effective within (i) 180 days following the effective date of a registration statement (other than a registration statement filed on Form S-4 or S-8) filed by the Purchaser with the Commission pertaining to any public offering for the account of the Purchaser or another holder of securities of the Purchaser if the Stockholder was afforded the opportunity to include at least 1,000,000 Purchaser Shares (it being understood that if there shall occur any change in the Purchase Shares by reason of any stock dividend, extraordinary dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the number of Purchaser Shares set forth herein shall be proportionally adjusted) in such registration pursuant to Section 9.3. In no event shall the Purchaser be required to effect more than one (1) registration pursuant to Section 9.2. Notwithstanding the foregoing, if, in the good faith determination of the Purchaser's Board of Directors, a registration would adversely affect certain activities of the Purchaser to the material detriment of the Purchaser, then the Purchaser may at its option direct that such registration be delayed for a period not in excess of 90 days in the aggregate from the date of the Purchaser's receipt of the Request or from the first date upon which the Purchaser is required to effect the registration contemplated by Section 9.2, as applicable (the "Period of Delay"). ---------------
Limitations on Registration. The Company shall not be required to effect more than two (2) Demand Registrations pursuant to this Section 2. In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement (other than a Special Registration) pertaining to the securities of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. Notwithstanding any other provision of this Agreement, the Company shall not be required to effect the Demand Registration of any Registrable Securities prior to the second anniversary of the First Closing Date of the Investment Agreement.
Limitations on Registration. If the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Unregistered Shares to be included in the registration and underwriting; provided, however, that the underwriter may not limit the amount of Unregistered Shares included in such registration and underwriting to less than an amount equal to TEN percent (10%) of the amount of all of the Buyer's securities included within such registration and underwriting. If the Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Buyer and the underwriter.
Limitations on Registration. Notwithstanding anything contained herein to the contrary, the Company may postpone its obligations under Sections 3(a) and 3(c) hereof, for a reasonable period of time not to exceed ninety (90) days (but in any event not to extend beyond the date of public disclosure of the information, or the date of abandonment or termination of the transactions or negotiations, hereinafter referred to), if: (i) the Company's Board of Directors determines, in good faith and in its reasonable business judgment, that (a) complying with the Company's obligations under Sections 3(a) and 3(c) hereof would require the public disclosure of material non-public information concerning any pending or ongoing material transaction or negotiations involving the Company which, in the opinion of the Company's outside legal counsel, is not yet required to be publicly disclosed, and (b) such disclosure would materially interfere with such transaction or negotiations or have a material adverse effect on the Company, and (ii) the Company diligently and in good faith continues to pursue such transaction or negotiations throughout the period of such postponement.
