Common use of Demand and Piggyback Blackout Clause in Contracts

Demand and Piggyback Blackout. Notwithstanding anything contained in Articles II or III to the contrary, if the Board of Directors of the Company determines in good faith that the registration and distribution of Registrable Securities (a) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (b) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, the Company will promptly give the Holders notice of such determination and will be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement for a reasonable period of time not to exceed 90 days.

Appears in 2 contracts

Samples: Registration Rights Agreement (Usg Corp), Escrow Agreement (Usg Corp)

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Demand and Piggyback Blackout. Notwithstanding anything contained in Articles II or III hereof to the contrary, if the Board of Directors of the Company determines in good faith that the registration and distribution of Registrable Securities (a) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (b) would require disclosure of non-public material nonpublic information, the disclosure of which would materially and adversely affect the Company, the Company will promptly give the Holders notice of such determination and will be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement for a reasonable period of time not to exceed 90 days.

Appears in 2 contracts

Samples: Registration Rights Agreement (Kennedy-Wilson Holdings, Inc.), Registration Rights Agreement (Kennedy-Wilson Holdings, Inc.)

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Demand and Piggyback Blackout. Notwithstanding anything contained in Articles II or III to the contrary, if the Board of Directors of the Company determines in good faith that the registration and distribution of Registrable Securities (a) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (b) would require disclosure of non-public nonpublic material information, the disclosure of which would materially and adversely affect the Company, the Company will promptly give the Holders notice of such determination and will be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement for a reasonable period of time not to exceed 90 days.

Appears in 2 contracts

Samples: Registration Rights Agreement (Usg Corp), Registration Rights Agreement (Usg Corp)

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