Limitations on Demand Registrations. (i) Notwithstanding anything herein to the contrary, the Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith for a period of up to ninety (90) days when the Board has determined in good faith that it would be in the best interest of the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by the Company not more than twice in any 12-month period and the Company shall only have the right to delay so long as such Valid Business Reason exists (but in no event for a period longer than ninety (90) days in the aggregate in any twelve month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Holders.
Limitations on Demand Registrations. (i) The Company may delay making a filing of a Registration Statement or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the President and Chief Executive Officer of the Company to the Holders, prior to the time it would otherwise have been required to file such Registration Statement or take such action pursuant to this Section 1.2, stating that the Board has determined in good faith that the filing of such Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the filing of the Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12) month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone other than the Holders.
Limitations on Demand Registrations. Subject to Section 2.2(a) and this Section 2.2(b), any Holder will be entitled to request an unlimited number of Demand Registrations; provided that the Company will not be obligated to effect more than one Demand Registration which, for the avoidance of doubt, shall be in addition to any registration on a Shelf Registration Statement, in any six-month period. Any Holder shall be entitled to participate in a Demand Registration initiated by any other Holder.
Limitations on Demand Registrations. Notwithstanding anything herein to the contrary, the obligations of the Company to cause any Registrable Securities to be registered pursuant to Section 2(a) are subject to each of the following limitations, conditions and qualifications:
Limitations on Demand Registrations. (i) The Company shall not be required to effect more than two Demand Registrations.
Limitations on Demand Registrations. Each Designated Holder shall be entitled to one Demand Registration prior to the first anniversary of the date of this Agreement, and each such Demand Registration shall be with respect to a minimum anticipated aggregate offering price of Registrable Securities (calculated based upon the Market Price of the Common Shares on the proposed date of filing of a New Registration Statement or, in the case of an Existing Shelf Registration Statement, on the date of the Registration Notice) of $10,000,000. A Designated Holder shall be entitled to up to two additional Demand Registrations of Registrable Securities if such Designated Holder (which, for this purpose, shall include all Management Holders who collectively exercise their Demand Registration rights at the same time) then owns in excess of 5.0% of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, or is then an Affiliate of the Company; provided, however, that in the event that a Designated Holder who or which is not an Affiliate of the Company elects to exercise a Demand Registration at such time when such Designated Holder owns less than 8.0%, but more than 5.0%, of the then outstanding Common Shares, taking into account the completion of the sale of Registrable Securities pursuant to his/her or its previous Demand Registration(s), if any, in each case, after the first anniversary of the date of this Agreement, then such Designated Holder shall be deemed to have waived its or his/her right to any and all additional Demand Registrations under this Agreement. Notwithstanding the foregoing, a Designated Holder may not exercise any Demand Registration rights within 60 days following such Designated Holder’s prior exercise of a Demand Registration right.
Limitations on Demand Registrations. Notwithstanding anything herein to the contrary, the Company shall not be required to honor a request for a Demand Registration if:
Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.
Limitations on Demand Registrations. Subject to Section 2.01(a) and this Section 2.02(b), any Holder will be entitled to request an unlimited number of Demand Registrations; provided that the number of shares of Registrable Securities included in the Demand Registration would, if fully sold, yield gross proceeds to the Holder (based on the VWAP as of the date of the Demand Notice) of at least the Minimum Amount. Any Holder shall be entitled to participate in a Demand Registration initiated by any other Holder. The Company shall not be obligated to effect more than one Demand Registration in any given 3-month period, provided, however, that any Demand Registration for which no Registration Statement was declared effective, whether by virtue of the withdrawal of Registrable Securities by one or more Holders or for any other reason, shall not count against such limit. Any Demand Registration shall be in addition to any registration on a Shelf Registration Statement.
Limitations on Demand Registrations. The Company shall not be obligated to (i) effect more than two (2) Demand Registrations in respect of the Demand Registrable Securities held by Xxxxx, (ii) effect more than two (2) Demand Registrations in respect of the Demand Registrable Securities held by Rho, (iii) effect more than one (1) Demand Registration in any six (6) month period or (iv) effect any Demand Registration where the aggregate price to the public of the Demand Registrable Securities proposed to be sold is less than $10 million. The managing underwriter or underwriters of a Demand Registration shall be a nationally recognized investment banking firm selected by the Company with the consent of the Demanding Holders, which consent will not be unreasonably delayed or withheld (the “Approved Underwriter”). If Xxxxx and/or Rho participates in an offering pursuant to Section 2.4.1, Xxxxx and/or Rho, as applicable, will be deemed to have used one (1) of its Demand Registrations to the extent the conditions set forth in Section 2.5.4 are satisfied and Xxxxx and/or Rho, as applicable, was permitted by the Company Underwriter, in writing, to include in such offering at least 50% of the Registrable Securities owned by Xxxxx and/or Rho, as applicable, as of the date of this Agreement, or such lesser number as was requested by Xxxxx and/or Rho to be included in such offering.
