Restrictions on Registration. Purchaser understands and agrees that the Company is not permitted to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act and registration or qualification under applicable state securities laws, or pursuant to an available exemption therefrom. Purchaser further understands and agrees that hedging transactions, including but not limited to short sales, swaps or derivative securities transactions may not be conducted unless in compliance with the Securities Act.
Restrictions on Registration. Anything in Section 1 to the contrary notwithstanding, ATC shall not be required to register Registrable Securities on behalf of any Stockholder to the following extent and subject to the following conditions: in the case of any registration initially proposed to be filed solely on behalf of ATC if, in the opinion of the managing underwriters of the proposed public offering (a copy of which opinion shall have been furnished to any Stockholder requesting registration (or each such holder if ATC has elected not to notify the holders of Registrable Securities pursuant to the provisions of Section 1(a) because it is not required to include any Registrable Securities in such registration pursuant to the provisions of this Section)), such registration (or such portion thereof as may be specified in such opinion) would adversely affect the proposed public offering price or the plan of distribution contemplated by the proposed ATC offering, in which event ATC shall (unless in the opinion of such managing underwriters (a copy of which shall be similarly furnished) to do so would materially and adversely affect the proposed public offering price or such plan of distribution)) cause such Registration Statement to remain in effect and to be phrased in such a manner so that the Stockholders requesting registration thereunder may, during a period commencing not less than sixty (60) days or more than ninety (90) days (or such other period as such managing underwriters may approve as not so adversely affecting the proposed public offering price or such plan of distribution) after the closing of the sale to the underwriters pursuant to the original distribution thereunder, offer and sell under such Registration Statement the Registrable Securities referred to in the request of registration pursuant to this Section 1.
Restrictions on Registration. Notwithstanding the rights and obligations set forth in Section 4.3(a):
Restrictions on Registration. PHT will not be obligated to effect a Registration within one hundred twenty (120) days after the effective date of a registration statement in which Common Shares of the Investor are included in a registration statement pursuant to Section 5.2 hereof. PHT may postpone for a period not exceeding ninety (90) days the filing or the effectiveness of a registration statement for a Registration if PHT provides Investor with written notice that in PHT's good faith judgment such Registration might have an adverse effect on any proposal or plan by PHT to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, public offering or similar transaction, provided that, in such event, PHT will use its best efforts to effect a Registration as promptly as practicable thereafter.
Restrictions on Registration. Notwithstanding the rights and obligations set forth in Section 3.1 and 3.2, in no event shall the Company be obligated to take any action to effect any Demand Registration:
Restrictions on Registration. The Company shall not be obligated to effect any Demand Registration within 270 days after (i) the effective date of a previous Demand Registration or (ii) the effective date of a registration of Common Stock (other than a Demand Registration) in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company furnishes to the Qualified Holders a certificate signed by the Chief Financial Officer of the Company stating that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any financing, acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or other significant transaction; provided, that, in such event, the holders of Registrable Securities initially requesting such Demand Registration 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 provided, further, that the Company may not exercise this deferral right more than once in any 12-month period.
Restrictions on Registration. The Company shall not be obligated to effect any Demand Registration within 120 days after the effective date of a registration involving an underwritten public offering by the Company and in which the Stockholders were given piggyback rights pursuant to Article 4 and in which there was no reduction in the number of Eligible Securities requested to be included. The Company may postpone for up to 120 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company's board of directors determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction; provided that in such event, the Stockholders initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, the Demand Registration shall not count as a Demand Registration hereunder. The Company may delay a Demand Registration hereunder only once in any twelve-month period.
Restrictions on Registration. The Company will not be obligated to effect any long-form Registration within six months after the effective date of a registration in which the holders of Registrable Securities were given piggyback rights pursuant to paragraph 3. The Company may postpone for up to three months the filing or the effectiveness of a registration statement for the Demand Registration if the Company's Board of Directors determines in good faith that the Demand Registration can be reasonably expected to have a materially adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in a transaction or series of transactions that are or may be material to the Company; provided that the Company may exercise this right only once in any 180 day period; and, provided further, that in the event the Company exercises this right, the Participating Holders will be entitled to withdraw such request and, if such request is withdrawn, such demand will not count as the Demand Registration.
Restrictions on Registration. Notwithstanding anything herein to the contrary, BCI shall not be obligated to effect the Demand Registration within 180 days after the effective date of a previous registration statement in which the holders of Registrable Securities were given piggyback rights pursuant to paragraph 2 and in which there was no reduction in the number of Registrable Securities requested to be included. BCI may postpone for up to 180 days the filing or the effectiveness of a registration statement for the Demand Registration if BCI determines in its reasonable good faith judgment that the Demand Registration would reasonably be expected to have an adverse effect on BCI or its subsidiaries or on any proposal or plan by BCI or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction; provided that in such event, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as the permitted Demand Registration hereunder and BCI shall pay all Registration Expenses in connection with such abandoned registration.
Restrictions on Registration. In connection with any registration rights offered to Executive under this Section 9.03, the Company shall not be required to include any of Executive's Common Stock in such registration statement unless Executive accepts the terms of the underwriting as agreed to by the Company and the underwriters who are selected by the Company to distribute the Company's securities. Further, if the total amount of securities to be included in such offering exceeds the amount of securities that the underwriter reasonably believes to be compatible with the success of the Company's underwriting, the Company shall only be required to include in the registration statement so many of the shares of the Executive's Common Stock as the underwriters' reasonably believe will not jeopardize the success of the Company's offering; provided, however, that the shares owned by selling shareholders which are included in the registration statement shall be a number apportioned pro rata among all selling shareholders who have similar registration rights, with respect to the number of shares requested by each to be included in such registration statement.
