Common use of SEC Limitations Clause in Contracts

SEC Limitations. Notwithstanding the Registration obligations set forth in this Section 4.2 and Section 4.5, in the event the SEC informs Parent that, as a result of the application of Rule 415, not all of the Registrable Securities can be Registered for resale as a secondary offering on a single registration statement, then Parent agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be Registered by the SEC on Form S-3 or such other form available to Register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, Parent will be obligated to use its commercially reasonable efforts to advocate with the SEC for the Registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC staff (the “SEC Guidance”), including the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be Registered on a particular registration statement as a secondary offering (and notwithstanding that Parent used diligent efforts to advocate with the SEC for the Registration of all or a greater number of Registrable Securities), then, unless otherwise directed in writing by a holder to further limit its Registrable Securities to be included in such registration statement, the number of securities to be Registered on such registration statement will be reduced pro rata in accordance with the number of shares of Registrable Securities that each Investor has requested be included in such registration statement, regardless of the number of shares of Registrable Securities, subject to a determination by the SEC that certain Investors must be reduced first based on the number of Registrable Securities held by such Investors. In the event that Parent amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clause (i) or (ii) above, Parent will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to Parent or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to Register for resale those Registrable Securities that were not Registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.

SEC Limitations. Notwithstanding the Registration registration obligations set forth in this Section 4.2 7(b) and Section 4.57(e), in the event the SEC informs Parent the Company that, as a result of the application of Rule 415, not all of the Registrable Securities Shares can be Registered registered for resale as a secondary offering on a single registration statement, then Parent agrees to the Company will promptly (iA) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the SEC and/or (iiB) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities Shares permitted to be Registered registered by the SEC on Form S-3 S-1 or such other form available to Register register for resale the Registrable Securities Shares as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, Parent the Company will be obligated to use its commercially reasonable efforts to advocate with the SEC for the Registration registration of all of the Registrable Securities Shares in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC staff (the “SEC Guidance”), including the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities Shares permitted to be Registered registered on a particular registration statement as a secondary offering (and notwithstanding that Parent the Company used diligent efforts to advocate with the SEC for the Registration registration of all or a greater number of Registrable SecuritiesShares), then, unless otherwise directed in writing by a holder to further limit its Registrable Securities to be included in such registration statement, then the number of securities to be Registered registered on such registration statement will be reduced pro rata in accordance with the number of shares of Registrable Securities that each Investor has requested be included in such registration statement, regardless of the number of shares of Registrable Securities, subject to a determination by the SEC that certain Investors must be reduced first based on the number of Registrable Securities held by such Investorsaccordingly. In the event that Parent the Company amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clause (iA) or (iiB) above, Parent the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to Parent the Company or to registrants of securities in general, one or more registration statements on Form S-3 S-1 or such other form available to Register register for resale those Registrable Securities Shares that were not Registered registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.

SEC Limitations. (a) Notwithstanding the Registration registration obligations set forth in this Section 4.2 Sections 2(a) and Section 4.53(a), in if the event Commission informs the SEC informs Parent thatCompany that all of the Registrable Securities cannot, as a result of the application of Rule 415415 promulgated under the Securities Act, not all of the Registrable Securities can be Registered registered for resale as a secondary offering on a single registration statement, then Parent the Company agrees to promptly (i) inform each of the holders Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement initial registration state- ment as required by the SEC and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”)Commission, in either case covering the maximum number of Registrable Securities permitted to be Registered registered by the SEC Commission, on Form S-3 or such other form available to Register register for resale the Registrable Securities as a secondary offering; with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment or New Registration Statementamendment, Parent will the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the SEC Commission for the Registration registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC staff (the “SEC Guidance”), including the Manual of Publicly Available Telephone Interpretations D.29. without limitation, Compliance and Disclosure Interpretation 612.09. (b) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be Registered registered on a particular registration statement as a secondary offering (and notwithstanding that Parent the Company used diligent efforts to advocate with the SEC Commission for the Registration registration of all or a greater number portion of Registrable Securities), then, unless otherwise directed in writing by a holder Holder as to further limit its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. first, the Registrable Securities (excluding Registrable Securities issued or issuable upon conversion of shares of Series A Preferred Stock) requested to be included in such registration statementby the Common Holders (or, if necessary, such Registrable Securities pro rata among such Common Holders based upon the number of securities such Registrable Securities owned by each such Common Holder or such other arrangement agreed to be Registered on among such registration statement will be reduced pro rata in accordance with Common Holders); and ii. second, the number Registrable Securities issued or issuable upon conversion of shares of Registrable Securities that each Investor has Series A Preferred Stock requested to be included in such registration statement, regardless of the number of shares of Registrable Securities, subject to a determination by the SEC that certain Investors must be reduced first Series A Holders (or, if necessary, such Registrable Securities pro rata among such Series A Holders based on upon the number of Registrable Securities held issued or issuable upon conversion of shares of Series A Preferred Stock owned by each such InvestorsSeries A Holder or such other arrangement agreed to among such Series A Holders). In the event that Parent of a cutback hereunder, the Company shall give the Holder at least five (5) business days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Resale Shelf Registration Statement or files a New Registration Statementinitial registration statement in accordance with the foregoing, as the case may be, under clause (i) or (ii) above, Parent Company will use its commercially reasonable best efforts to file with the SECCommission, as promptly as allowed by the SEC Commission or SEC Guidance provided to Parent the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to Register register for resale those Registrable Securities that were not Registered registered for resale on the Resale Shelf Registration Statementinitial registration statement, as amended, or the New Registration Statement.

SEC Limitations. Notwithstanding the Registration obligations set forth in this Section 4.2 1.2 and Section 4.51.5, in the event the SEC informs Parent that, as a result of the application of Rule 415, not all of the Registrable Securities can be Registered for resale as a secondary offering on a single registration statement, then Parent agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be Registered by the SEC on Form S-3 or such other form available to Register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, Parent will be obligated to use its commercially reasonable efforts to advocate with the SEC for the Registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC staff (the “SEC Guidance”), including the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be Registered on a particular registration statement as a secondary offering (and notwithstanding that Parent used diligent efforts to advocate with the SEC for the Registration of all or a greater number of Registrable Securities), then, unless otherwise directed in writing by a holder to further limit its Registrable Securities to be included in such registration statement, the number of securities to be Registered on such registration statement will be reduced pro rata in accordance with the number of shares of Registrable Securities that each Investor has requested be included in such registration statement, regardless of the number of shares of Registrable Securities, subject to a determination by the SEC that certain Investors must be reduced first based on the number of Registrable Securities held by such Investors. In the event that Parent amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clause (i) or (ii) above, Parent will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to Parent or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to Register for resale those Registrable Securities that were not Registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.

SEC Limitations. (i) If the filings contemplated herein are not permitted under the rules and regulations promulgated by the Securities and Exchange Commission or by any Commission Guidance, then within 45 days after a written request by one or more Holders to register for resale any additional Registrable Securities owned by such Holders that have not been registered for resale on a "shelf" Registration Statement, the Company shall file a Registration Statement similar to the Registration Statement then effective (each, a "Follow-On Registration Statement"), to register for resale 100%, or such portion as permitted by Commission Guidance, of such additional Registrable Securities. The Company shall give written notice of the filing of the Follow-On Registration Statement at least twenty-five (25) days prior to filing the Follow-On Registration Statement to all Holders (the “Follow-On Registration Notice”) and shall include in such Follow-On Registration Statement all such additional Registrable Securities with respect to which the Company has received written requests for inclusion therein within 30 days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Registration obligations set forth in this Section 4.2 and Section 4.5, in the event the SEC informs Parent that, as a result of the application of Rule 415, not all of Statement if (x) the Registrable Securities can to be Registered for resale as a secondary registered are less than at least 20% of all such Registrable Securities at such time, or (y) such offering on a single registration statement, then Parent agrees to promptly (i) inform each has an anticipated gross offering price of the holders thereof and at less than $25,000,000. The Company shall use its commercially reasonable efforts to file amendments to the Resale Shelf cause such Follow-On Registration Statement to be declared effective as required by the SEC and/or promptly as practicable after filing such Follow-On Registration Statement. (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be Registered by the SEC on Form S-3 or such other form available to Register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, Parent will be obligated to use its commercially reasonable efforts to advocate with the SEC for the Registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC staff (the “SEC Guidance”), including the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Commission Guidance sets forth a limitation of the number of Registrable Securities permitted to be Registered registered on a particular registration statement as a secondary offering Registration Statement (and notwithstanding that Parent used diligent the Company’s commercially reasonable efforts to advocate with the SEC Securities and Exchange Commission for the Registration registration of all or a greater number of Registrable Securities), then, unless otherwise directed in writing by a holder Holder as to further limit its Registrable Securities, the amount of Registrable Securities to be included in such registration statement, the number of securities to be Registered registered on such registration statement Registration Statement will be reduced pro rata in accordance with among the number of shares of Registrable Securities that each Investor has requested be included in such registration statement, regardless of the number of shares of Registrable Securities, subject to a determination by the SEC that certain Investors must be reduced first Holders based on the total number of unregistered Registrable Securities held by such Investors. In the event that Parent amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clause (i) or (ii) above, Parent will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to Parent or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to Register for resale those Registrable Securities that were not Registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration StatementHolders.

SEC Limitations. (a) Notwithstanding the Registration registration obligations set forth in this Section 4.2 Sections 2(a) and Section 4.53(a), in if the event Commission informs the SEC informs Parent thatCompany that all of the Registrable Securities cannot, as a result of the application of Rule 415415 promulgated under the Securities Act, not all of the Registrable Securities can be Registered registered for resale as a secondary offering on a single registration statement, then Parent the Company agrees to promptly (i) inform each of the holders Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement initial registration statement as required by the SEC and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”)Commission, in either case covering the maximum number of Registrable Securities permitted to be Registered registered by the SEC Commission, on Form S-3 or such other form available to Register register for resale the Registrable Securities as a secondary offering; with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment or New Registration Statementamendment, Parent will the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the SEC Commission for the Registration registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC staff (the “SEC Guidance”), including the Manual of Publicly Available Telephone Interpretations D.29. without limitation, Compliance and Disclosure Interpretation 612.09. (b) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be Registered registered on a particular registration statement as a secondary offering (and notwithstanding that Parent the Company used diligent efforts to advocate with the SEC Commission for the Registration registration of all or a greater number portion of Registrable Securities), then, unless otherwise directed in writing by a holder Holder as to further limit its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. first, the Registrable Securities (excluding Registrable Securities issued or issuable upon conversion of shares of Series A Preferred Stock) requested to be included in such registration statementby the Common Holders (or, if necessary, such Registrable Securities pro rata among such Common Holders based upon the number of securities such Registrable Securities owned by each such Common Holder or such other arrangement agreed to be Registered on among such registration statement will be reduced pro rata in accordance with Common Holders); and ii. second, the number Registrable Securities issued or issuable upon conversion of shares of Registrable Securities that each Investor has Series A Preferred Stock requested to be included in such registration statement, regardless of the number of shares of Registrable Securities, subject to a determination by the SEC that certain Investors must be reduced first Series A Holders (or, if necessary, such Registrable Securities pro rata among such Series A Holders based on upon the number of Registrable Securities held issued or issuable upon conversion of shares of Series A Preferred Stock owned by each such InvestorsSeries A Holder or such other arrangement agreed to among such Series A Holders). In the event that Parent of a cutback hereunder, the Company shall give the Holder at least five (5) business days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Resale Shelf Registration Statement or files a New Registration Statementinitial registration statement in accordance with the foregoing, as the case may be, under clause (i) or (ii) above, Parent Company will use its commercially reasonable best efforts to file with the SECCommission, as promptly as allowed by the SEC Commission or SEC Guidance provided to Parent the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to Register register for resale those Registrable Securities that were not Registered registered for resale on the Resale Shelf Registration Statementinitial registration statement, as amended, or the New Registration Statement.