Blackout Rights Sample Clauses

Blackout Rights. Following the effective date of any registration statement filed pursuant to Article 4 of this Agreement, the Company shall be entitled, from time to time, to notify Executive to discontinue offers or sales of shares pursuant to such registration statement for Registrable Securities for the period of time stated in the written notice (the "Blackout Notice"), if the Company determines, in its reasonable business judgment, that the disclosure required in connection with the offers and sales of the Registrable Securities could materially damage the Company's ability to successfully complete an acquisition, corporate reorganization, securities offering or other voluntary transaction undertaken by the Company (which information the Company would not be required to disclose at such time other than in connection with Executive's registration statement) that is material to the Company and its subsidiaries taken as a whole. The time period for which Executive must discontinue offers or sales of shares pursuant to a Blackout Notice shall be for any period the Company reasonably believes is necessary, and if, the Company is unable to determine the duration of such period at the time the Blackout Notice is issued, the Blackout Notice may state that the period extends "until the Executive is otherwise notified by the Company;" provided that the Blackout Notice may not exceed more than one hundred eighty (180) consecutive days within any period of three hundred sixty-five (365) consecutive days. The Blackout Notice shall be signed by an authorized officer of the Company and shall certify the Company's determination. Executive agrees that upon receipt of a Blackout Notice he shall discontinue offers or sales of Registrable Shares pursuant to any such registration statement for the period of time stated in the Blackout Notice.
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Blackout Rights. Blackout rights or other prevention of public display required by a league, conference or other governing body, or which are otherwise required by a third party promoter, producer, organizer or operator of a Village Event.
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Blackout Rights. Blackout rights or other prevention of public display required by a league, conference or other governing body, or which are otherwise required by an owner, promoter or agent of an Arena Event, provided that KCP shall use reasonable commercially efforts to avoid such rights and requirements.
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Blackout Rights. Notwithstanding any other provision of this Agreement to the contrary, if at any time after the 15th day after the Registration Statement is declared effective by the SEC, TCI Music determines, in its reasonable business judgment, that the registration and offering to be effected pursuant to the Registration Statement could interfere with or otherwise adversely affect any financing, acquisition, sale, merger, consolidation or other material transaction or development involving TCI Music or any of its affiliates or require TCI Music to disclose any matter that otherwise would not be required to be disclosed at such time, then TCI Music may require the suspension by the Stockholder of the distribution of any of the Registrable Shares by giving notice to the Stockholder. Any such notice need not specify the reasons for such suspension if TCI Music determines, in its reasonable judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. Subject to the following sentence, until TCI Music has determined, in its reasonable judgment, that such suspension is no longer necessary and has given notice of that determination to the Stockholder, TCI Music's obligations to use commercially reasonable efforts to cause the Registration Statement
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Blackout Rights. Notwithstanding any other provision --------------- of this Agreement to the contrary, if the Company determines, in its reasonable business judgment, that the registration and offering to be effected pursuant to any Registration Statement could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, sale, merger, consolidation or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose any matter that otherwise would not be required to be disclosed at such time, then the Company may, upon written notice to Sellers' Agent (i) postpone the filing of a Registration Statement for a reasonable period of time, but in no event in excess of 60 days after receipt of the initial request for registration or (ii) if a Registration Statement has become effective, require the Sellers to suspend the distribution of any of the Registrable Shares by giving notice to the Sellers. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non- public information. Subject to the following sentence, until the Company has determined, in its reasonable judgment, that such postponement or suspension is no longer necessary and has given notice of that determination to the Sellers, the Company's obligations to use commercially reasonable efforts to cause a Registration Statement to become or remain effective and the Sellers' right to sell Registrable Shares under the Registration Statement shall be suspended. The Company may exercise its right to suspend the Seller's registration rights pursuant to this subparagraph (e) on four occasions and then for a period not to exceed 60 days per occasion, and the period during which the Company is required to cause the Registration Statement to remain effective shall be extended by a period equal to the period of such suspension.
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Blackout Rights. 5.1 The Holder shall not offer, sell or otherwise dispose of the Registrable Securities unless it has provided to Hanover a written notice of its intent to offer and sell the Registrable Securities at least two (2) business days prior to the offer or sale of the Registrable Securities (the "Offer Notice"). Hanover shall have two (2) business days following delivery of such Offer Notice by the Holder to provide written notice (a "Blackout Notice") to the Holder objecting to such offering or sale if the Board of Directors of Hanover (or any authorized committee thereof) determines in good faith that it is in the best interests of Hanover not to disclose the existence of facts surrounding any proposed or pending material corporate transaction or other material development involving Hanover at the time of the proposed offering (the "Blackout Right"). If Hanover exercises its Blackout Right, the Holder shall not offer or sell the Registrable Securities for a period of up to forty-five (45) days (as specified in the Blackout Notice) from the date of the Blackout Notice. Furthermore, Hanover shall be entitled to exercise the Blackout Right no more than two (2) times and with respect to no more than ninety (90) days during any 365-day period (including any deemed exercise of the Blackout Right pursuant to Section 5.3). If the Holder provides written notice of its intent to offer and sell the Registrable Securities as provided above and if Hanover does not timely provide a Blackout Notice in response thereto, then the Holder may offer and sell the Registrable Securities during the thirty (30) days following the expiration of the applicable two (2) business day period in which the Holder could have given a Blackout Notice. If the Holder decides to conduct such offering and sale of the Registrable Securities pursuant to an underwritten public offering, the Holder agrees to make the appropriate officers reasonably available during the two (2) business days following the delivery of the Offer Notice to confer with Hanover to negotiate in good faith to agree on the selection of the underwriters in the underwriting group and the legal counsel to the underwriting group in connection with such offering and sale of the Registrable Securities; provided, however, that the Holder ultimately has the sole authority to select such underwriters and legal counsel. If the Registrable Securities are not sold during such thirty (30) day period, the Holder shall not thereafter offer or...
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Related to Blackout Rights

  • Preferential Purchase Rights Within five days of the date of this Agreement, Seller shall notify all Persons who hold Preferential Purchase Rights relating to any Acquired Assets, such Preferential Purchase Rights and Acquired Assets being listed on Schedule 5.10, offering to allow such Persons to exercise their Preferential Purchase Right as to the Acquired Assets subject to such Preferential Purchase Rights, for the price set forth on Schedule 5.10. If such Person elects to exercise a Preferential Purchase Right, the Acquired Assets subject to such Preferred Purchase Rights shall be deemed to have suffered a Total Loss pursuant to Section 2.5(c). If any such Person elects to exercise a Preferential Purchase Right for such Acquired Assets, and this Agreement is not terminated in accordance with Section 12.1 hereof, then the Acquired Assets subject to such Preferential Purchase Right shall not be included in the Acquired Assets assigned and conveyed at Closing, and the Purchase Price paid at Closing shall be adjusted as set forth in Section 2.7. If the Person holding a Preferential Purchase Right for an Acquired Asset does not elect to exercise such Preferential Purchase Right, then the Acquired Assets subject to such Preferential Purchase Right shall be included within the Acquired Assets, and the Purchase Price shall not be so adjusted.

  • No Preemptive Rights, Registration Rights or Options Except as described in the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership.

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Subsequent Registration Rights Until the Initial Registration Statement required hereunder is declared effective by the Commission, the Company shall not enter into any agreement granting any registration rights with respect to any of its securities to any Person without the written consent of Holders representing no less than a majority of the then outstanding Registrable Securities; provided, that this Section 7(c) shall not prohibit the Company from fulfilling its obligations under any other registration rights agreements existing as of the date hereof.

  • Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights 3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

  • Transferability of Registration Rights The registration rights set forth in this Agreement are transferable to each transferee of Registrable Securities. Each subsequent holder of Registrable Securities must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights granted pursuant to this Agreement.

  • Registration Rights Granted The Company hereby grants registration rights to the Purchaser pursuant to a Registration Rights Agreement dated as of even date herewith between the Company and the Purchaser.

  • Other Registration Rights The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

  • No Registration Rights No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

  • Registration Rights Agreements There are no contracts, agreements or understandings between the Company and any person granting such person any rights to have any securities of the Company or any of its subsidiaries registered under the Securities Act for resale by such person, except pursuant to the Registration Rights Agreements, dated July 1, 2009, by and among the Company, Invesco Advisers, Inc., a Delaware corporation (the “Manager”) and Invesco Investments (Bermuda) Ltd., a Bermuda company (“Invesco Bermuda”), which agreement does not grant any person any such registration rights until one year after the date of such agreement.

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