Common use of Restrictions on Demand Registrations Clause in Contracts

Restrictions on Demand Registrations. The Company shall not be obligated to effect (i) any Long-Form Registration within 120 days or (ii) any Short-Form Registration within 90 days, in each case, after the effective date of a previous Demand Registration or a previous registration statement in which the Holders of Registrable Shares were given piggyback rights pursuant to Section 5(c) of this Agreement. In addition, the Company shall not be obligated to effect any Demand Registration during the period starting with the date that is 60 days prior to the Board’s good faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company-initiated registration statement, provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective, and provided further that, notwithstanding anything in the foregoing to the contrary, the aggregate number of days that any one or more Demand Registrations are suspended or delayed by operation of this Section 5(a)(viii) shall not exceed 120 days in any 12-month period. In the event of any such suspension or delay, the Holder of Registrable Shares initially requesting a Demand Registration that is suspended by operation of this Section 5(a)(viii) shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder, and, notwithstanding the proviso in Section 5(a)(v), the Company shall pay all Registration Expenses in connection with such registration.

Restrictions on Demand Registrations. The Company shall not be obligated to effect (i) any Long-Form Registration within 120 180 days or (ii) any Short-Form Registration within 90 120 days, in each case, after the effective date of a previous Demand Registration or a previous registration statement in which the Holders of Registrable Shares Securities were given piggyback rights pursuant to Section 5(c) 3 of this AgreementAgreement and in which such Holders were able to register at least 80% of the number of Registrable Securities requested to be included therein. In addition, the Company shall not be obligated to effect any Demand Registration during the period starting with the date that is 60 days prior to the Board’s good faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company-initiated registration statement, provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective, and provided further that, notwithstanding anything in the foregoing to the contrary, the aggregate number of days that any one or more Demand Registrations are suspended or delayed by operation of this Section 5(a)(viii2(i) shall not exceed 120 90 days in any 12-month period. In the event of any such suspension or delay, the Holder of Registrable Shares Securities initially requesting a Demand Registration that is suspended by operation of this Section 5(a)(viii2(i) shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder, and, notwithstanding the proviso in Section 5(a)(v2(e), the Company shall pay all Registration Expenses in connection with such registration.

Restrictions on Demand Registrations. The Company shall not be obligated to effect (i) any Long-Form Registration within 120 days or (ii) any Short-Form Registration within 90 days, in each case, after the effective date of a previous Demand Registration or a previous registration statement in which the Holders of Registrable Shares Securities were given piggyback rights pursuant to Section 5(c) 3 of this AgreementAgreement and in which such Holders were able to register and sell at least 90% of the number of Registrable Securities requested to be included therein. In addition, the Company shall not be obligated to effect any Demand Registration during the period starting with the date that is 60 days prior to the Board’s good faith estimate of the date of filing of, and ending on the date that is 90 days (unless the underwriting agreement requires a longer period of time) after the effective date of, a Company-Company initiated registration statement, Registration Statement; provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective; and provided, and provided further that, notwithstanding anything in the foregoing to the contrary, that the aggregate number of days that any one or more Demand Registrations are suspended or delayed by operation of this Section 5(a)(viii) 2.6 shall not exceed 120 90 days in any 12-month period. In the event of any such suspension or delay, the Holder of Registrable Shares Securities initially requesting a Demand Registration that is suspended by operation of this Section 5(a)(viii) 2.6 shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder, and, notwithstanding the proviso in Section 5(a)(v), and the Company shall pay all Registration Expenses registration expenses in connection with such registrationregistration as provided in Section 7.

Restrictions on Demand Registrations. The In addition to the provisions of Section 2(a)(ii) of this Agreement, the Company shall not be obligated to effect (i) any Long-Form Registration within 120 180 days or (ii) any Short-Form Registration within 90 days, in each case, after the effective date of a previous Demand Registration or a previous registration statement in which the Holders of Registrable Shares Securities were given piggyback rights pursuant to Section 5(c) of this Agreement4. In addition, the Company shall not be obligated to effect any Demand Registration during the period starting with the date that is 60 days prior to the Board’s good faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company-Company initiated registration statement, provided that the Company is actively employing in good faith all commercially reasonable best efforts to cause such registration statement to become effective, effective and provided further that, notwithstanding anything in the foregoing to Company has complied with the contrary, the aggregate number requirements of days that any one or more Demand Registrations are suspended or delayed by operation of this Section 5(a)(viii) shall not exceed 120 days in any 12-month period4 hereof. In the event of any such suspension or delay, the Holder of Registrable Shares Securities initially requesting a Demand Registration that is suspended by operation of this Section 5(a)(viii2(f) shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder, and, notwithstanding the proviso in Section 5(a)(v2(c), the Company shall pay all Registration Expenses in connection with such registration.

Restrictions on Demand Registrations. (i) The Company shall not be obligated to effect (i) any Long-Form Demand Registration within 120 180 days or (ii) any Short-Form Registration within 90 days, in each case, after the effective date of a previous Demand Registration or a previous registration statement in which the Holders holders of Registrable Shares Securities were given piggyback rights pursuant to Section 5(c) 2 and in which no reduction in the number of this AgreementRegistrable Securities requested to be included occurred. In addition, the Company shall not be obligated to effect any Demand Registration during the period starting with the date that is 60 sixty (60) days prior to the BoardCompany’s good faith estimate of the date of filing of, and ending on the date that is 90 ninety (90) days after the effective date of, a Company-Company initiated registration statementunderwritten primary registration, provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective, and provided provided, further that, notwithstanding anything in the foregoing to the contrary, that the aggregate number of days that any one or more Demand Registrations are suspended or delayed by operation of this Section 5(a)(viii1(e) shall not exceed 120 one-hundred eighty (180) days in any 12twelve-month period. In the event of any such suspension or delay, the Holder holders of Registrable Shares Securities initially requesting a Demand Registration that is suspended or delayed by operation of this Section 5(a)(viii1(e) shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder, and, notwithstanding the proviso in Section 5(a)(v), and the Company shall pay all Registration Expenses in connection with such registration.

Restrictions on Demand Registrations. The Company shall not be obligated to effect (i) any Long-Form Registration within 120 180 days or (ii) any Short-Form Registration within 90 120 days, in each case, after the effective date of a previous Demand Registration or a previous registration statement in which the Holders of Registrable Shares Securities were given piggyback rights pursuant to Section 5(c) 3 of this AgreementAgreement and in which such Holders were able to register at least 80% of the number of Registrable Securities requested to be included therein. In addition, the Company shall not be obligated to effect any Demand Registration during the period starting with the date that is 60 days prior to the Board’s good 2 It is to be determined whether the basis for pro rata participation will be based on the total number of Registrable Securities (i) owned or (ii) requested to be included in such Demand Registration by each such Holder. faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company-initiated registration statement, provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective, and provided further that, notwithstanding anything in the foregoing to the contrary, the aggregate number of days that any one or more Demand Registrations are suspended or delayed by operation of this Section 5(a)(viii2(i) shall not exceed 120 90 days in any 12-month period. In the event of any such suspension or delay, the Holder of Registrable Shares Securities initially requesting a Demand Registration that is suspended by operation of this Section 5(a)(viii2(i) shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder, and, notwithstanding the proviso in Section 5(a)(v2(e), the Company shall pay all Registration Expenses in connection with such registration.

Restrictions on Demand Registrations. The In addition to the provisions of Section 2(a) of this Agreement, the Company shall not be obligated to effect (i) any Long-Form Registration within 120 90 days or (ii) any Short-Form Registration within 90 45 days, in each case, after the effective date of a previous Demand Registration or a previous registration statement in which the Holders of Registrable Shares Securities were given piggyback rights pursuant to Section 5(c) of this Agreement4. In addition, the Company shall not be obligated to effect any Demand Registration during the period starting with the date that is 60 30 days prior to the Board’s good faith estimate of the date of filing of, and ending on the date that is 90 45 days after the effective date of, a Company-Company initiated registration statement, provided that the Company is actively employing in good faith all commercially reasonable best efforts to cause such registration statement to become effective, effective and provided further that, notwithstanding anything in the foregoing to Company has complied with the contrary, the aggregate number requirements of days that any one or more Demand Registrations are suspended or delayed by operation of this Section 5(a)(viii) shall not exceed 120 days in any 12-month period4 hereof. In the event of any such suspension or delay, the Holder of Registrable Shares Securities initially requesting a Demand Registration that is suspended by operation of this Section 5(a)(viii2(f) shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder, and, notwithstanding the proviso in Section 5(a)(v2(c), the Company shall pay all Registration Expenses in connection with such registration.

Restrictions on Demand Registrations. The Company shall not be obligated to effect (i) any Long-Long Form Demand Registration within 120 180 days or (ii) any Short-Short Form Demand Registration within 90 days, in each case, after the effective date of a previous Demand Registration or a previous registration statement in which the Holders holders of Registrable Shares Securities were given piggyback rights pursuant to Section 5(c) 2 and in which such holders were able to register and sell at least 90% of this Agreementthe number of Registrable Securities requested to be included therein. In addition, the Company shall not be obligated to effect any Demand Registration during the period starting with the date that is 60 sixty (60) days prior to the Board’s good faith estimate of the date of filing of, and ending on the date that is 90 ninety (90) days after the effective date of, a Company-Company initiated registration statementregistration, provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective, and provided provided, further that, notwithstanding anything in the foregoing to the contrary, that the aggregate number of days that any one or more Demand Registrations are suspended or delayed by operation of this Section 5(a)(viii1(g) shall not exceed 120 180 days in any 12-twelve month period. In the event of any such suspension or delay, the Holder holders of Registrable Shares Securities initially requesting a Demand Registration that is suspended or delayed by operation of this Section 5(a)(viii1(g) shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder, and, notwithstanding the proviso in Section 5(a)(v), and the Company shall pay all Registration Expenses in connection with such registration.

Restrictions on Demand Registrations. The Company shall not be obligated to effect (i) any Long-Form Registration within 120 180 days or (ii) any Short-Form Registration within 90 120 days, in each case, after the effective date of a previous Demand Registration or a previous registration statement in which the Holders of Registrable Shares Securities were given piggyback rights pursuant to Section 5(c) 7 and in which such Holders were able to register and sell at least 90% of this Agreementthe number of Registrable Securities requested to be included therein. In addition, the Company shall not be obligated to effect any Demand Registration during the period starting with the date that is 60 days prior to the Board’s good faith estimate of the date of filing of, and ending on the date that is 90 120 days (unless the underwriting agreement requires a longer period of time) after the effective date of, a Company-Company initiated registration statement, provided that the Company is actively employing in good faith all commercially reasonable best efforts to cause such registration statement to become effective, and provided further that, notwithstanding anything in the foregoing to the contrary, that the aggregate number of days that any one or more Demand Registrations are suspended or delayed by operation of this Section 5(a)(viii2(f) shall not exceed 120 days in any 12-month period. In the event of any such suspension or delay, the Holder of Registrable Shares Securities initially requesting a Demand Registration that is suspended by operation of this Section 5(a)(viii2(f) shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder, and, notwithstanding the proviso in Section 5(a)(v2(c), the Company shall pay all Registration Expenses in connection with such registration.

Restrictions on Demand Registrations. The Company shall not be obligated to effect (i) any Long-Long- Form Registration within 120 days or (ii) any Short-Form Registration within 90 days, in each case, after the effective date of a previous Demand Registration or a previous registration statement in which the Holders of Registrable Shares were given piggyback rights pursuant to Section 5(c) of this Agreement. In addition, the Company shall not be obligated to effect any Demand Registration during the period starting with the date that is 60 days prior to the Board’s good faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company-initiated registration statement, provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective, and provided further that, notwithstanding anything in the foregoing to the contrary, the aggregate number of days that any one or more Demand Registrations are suspended or delayed by operation of this Section 5(a)(viii) shall not exceed 120 days in any 12-month period. In the event of any such suspension or delay, the Holder of Registrable Shares initially requesting a Demand Registration that is suspended by operation of this Section 5(a)(viii) shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder, and, notwithstanding the proviso in Section 5(a)(v), the Company shall pay all Registration Expenses in connection with such registration.