Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous (a "Material Development Condition") to the Company to proceed with such Registration Statement, then the Company shall, notwithstanding any other provisions of this Undertaking, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative of the Shareholders, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable Securities by the Shareholders pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative of the Shareholders). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing provisions of this Section 6(b), (1) in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty (120) consecutive days from the giving of its Delay Notice to the Shareholders with respect to such Material Development Condition, as above provided; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty (120) day period.
Appears in 2 contracts
Sources: Registration Rights Undertaking (Internet Commerce Corp), Merger Agreement (Internet Commerce Corp)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof, if the Company determines that, in its good faith judgment, (i) it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiarysubsidiary for purposes of disclosure to the stockholders or potential investors of the Company) be materially disadvantageous (a "Material Development Condition") to the Company or any subsidiary or its stockholders for such a Material Development Condition to proceed with be publicly disclosed, and (ii) the Company reasonably believes it would be required under the Securities Act to disclose such Material Development Condition in such Registration Statement, then the Company shall, notwithstanding any other provisions provision of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities included or to be included in such Registration Statement, (ix) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (iiy) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iiiz) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall may be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), ): (1i) in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty ninety (12090) consecutive days from the giving of its Delay Notice to the Shareholders a Holder or Holders with respect to such Material Development Condition, as above provided; and (2ii) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided aboveCondition, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist may be discharged or no longer exists or, if sooner, as soon as practicable after the expiration of such one hundred and twenty ninety (12090) day periodperiod and the Registration Period for such new Registration Statement shall be the greater of thirty (30) days or the number of days that remained in such Registration Period with respect to the withdrawn Registration Statement at the time it was withdrawn; and (iii) in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities for any period during the Registration Period, the Registration Period with respect to such Holders shall be extended by the number of days during the Registration Period that such Holders are required to refrain from selling Registrable Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Patel Sanjay H), Registration Rights Agreement (THCG Inc)
Material Development Condition. (i) With respect to any Registration Statement registration statement filed or to be filed pursuant to Section 3 hereofa Demand Registration or a Piggyback Registration, if the Board of Directors of the Company determines that, in its good faith judgment, that it would (because of the existence of, or in reasonable anticipation of, of any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase activity or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous detrimental (a "“Material Development Condition"”) to the Company for such a registration statement to proceed with such Registration Statementbe filed, then to become effective or to be maintained effective or for sales of Registrable Securities to continue pursuant to the registration statement, the Company shall, notwithstanding any other provisions of this Undertaking, shall be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "“Delay Notice"”) from an officer of the Company to Donald R. Harkleroad, as the Representative any holder included or to be included in such registration statement,
(1) to cause sales of the Shareholders, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable Registrable Securities by the Shareholders such holder pursuant to such Registration Statement registration statement to cease, ,
(ii2) to cause such Registration Statement registration statement to be withdrawn and the effectiveness of such Registration Statement registration statement terminated, or or
(iii3) in the event no such Registration Statement registration statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement registration statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as any holder of Registrable Securities with respect to which any such registration statement has been filed).
(ii) Notwithstanding the Representative of the Shareholders). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing foregoing provisions of this Section 6(b), 3(b):
(1) the Company agrees to make all necessary disclosure of the existence or occurrence of the circumstances giving rise to a Material Development Condition as promptly as is reasonably practicable and to use all commercially reasonable efforts to minimize the duration of such cessation or delay, which period shall in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty exceed sixty (12060) consecutive days from the giving sending of its Delay Notice to the Shareholders a holder or holders of Registrable Securities with respect to such Material Development Condition, as above provided; and ;
(2) in the event a Registration Statement registration statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as hereinbefore; provided above, that the Company shall cause a new Registration Statement registration statement covering the same Registrable Securities as those covered by the original registration statement to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist expires or, if sooner, as soon as practicable after not later than the expiration of such one hundred and twenty sixty (12060) day periodperiod referred to in clause (1) above;
(3) in the event the Company elects not to withdraw or terminate the effectiveness of any such registration statement but to cause a holder or holders to refrain from selling Registrable Securities for any period during the Registration Period (as defined below), the Registration Period with respect to such holders and such Registrable Securities shall be extended by the number of days during the Registration Period that such holders are required to refrain from selling Registrable Securities; and
(4) the Company may only send or impose one (1) Delay Notice during any period of twelve (12) consecutive months.
Appears in 2 contracts
Sources: Registration Rights Agreement (Xstream Systems Inc), Registration Rights Agreement (Xstream Systems Inc)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 or Section 4 hereof, if the Board of Directors of the Company determines that, in its good faith judgment, that it would be materially detrimental (a “Material Development Condition”) to the Company or any subsidiary or its shareholders for such a Registration Statement to become effective or to be maintained effective, or for sales of Registrable Securities to continue pursuant to the Registration Statement, because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's ’s control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous (a "Material Development Condition") to the Company to proceed with such Registration Statement, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "“Delay Notice"”) from an officer to such effect, certified by the President or any Vice President of the Company Company, to Donald R. Harkleroad, as the Representative each Holder of the ShareholdersRegistrable Securities included or to be included in such Registration Statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (ii) to delay actions to bring about the effectiveness of such Registration Statement and sales thereunder or, upon the written advice of counsel, cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effectivefiled, to delay filing or effectiveness of any such Registration Statement Statement, until, in the good faith judgment of the Board of Directors of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), 7(b): (1) in no event may such cessation the Company shall not be entitled to cause sales of Registrable Securities to cease or to delay be, for each such Registration Statement, any registration of Registrable Securities required pursuant to Section 3 or Section 4 hereof by reason of any existing or anticipated Material Development Condition more than a total of three (3) times or for a period of more than one an aggregate of ninety (90) days within any consecutive three hundred and twenty sixty-five (120365) consecutive days from the giving of its Delay Notice to the Shareholders with respect to such Material Development Conditionday period, as above provided; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovehereinbefore provided, the Company shall, as promptly as reasonably practicable prior to, and in any event no later than upon, the expiration of such Material Development Condition, or if sooner, the expiration of such ninety (90)-day period, (x) notify, in writing, the Holders of Registrable Securities included in such registration of such expiration and (y) if requested by the Holders of a majority of the Registrable Securities included in such registration (which request shall not constitute an additional demand registration under Section 3(a)), cause a new Registration Statement covering the Registrable Securities to be filed with the Commission as soon as reasonably practicable after SEC, and the registration period for such Material Development Condition ceases new Registration Statement shall be the greater of thirty (30) days or the number of days that remained in the required registration period with respect to exist orthe withdrawn Registration Statement at the time it was withdrawn; and (3) in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities pursuant to such Registration Statement for any period during the required registration period, if sooner, as soon as practicable after such required registration period with respect to such Holders shall be extended by the expiration number of days during such one hundred and twenty (120) day periodrequired registration period that such Holders are required to refrain from selling Registrable Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Oaktree Capital Management Lp), Investment Agreement (General Maritime Corp / MI)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof2.1, if the Company determines thatdetermines, in its good faith judgment, that (i) it would (because of the existence of, or in reasonable anticipation of, any a material acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous seriously detrimental to the Company or any subsidiary or its stockholders for such a Registration Statement to become effective or to be maintained effective or for sales of Registrable Securities to continue pursuant to the Registration Statement, or (ii) the filing or maintaining effectiveness of a "Registration Statement would require disclosure of material information that the Company has a valid business purpose of retaining as confidential (each, a “Material Development Condition") to the Company to proceed with such Registration Statement”), then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "“Delay Notice"”) from an officer to such effect, signed by the Chief Executive Officer, President or any Vice President of the Company Company, to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities included or to be included in such Registration Statement, (iA) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (iiB) to delay actions to bring about the effectiveness of such Registration Statement and sales thereunder or, upon the written advice of counsel, cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iiiC) in the event no such Registration Statement has yet been filed or declared effectivefiled, to delay filing or effectiveness of any such Registration Statement Statement, until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), paragraph (b):
(1) in no event may such cessation the Company shall not be entitled to cause sales of Registrable Securities to cease or to delay be, for each such Registration Statement, any registration of Registrable Securities required pursuant to Section 2.1 by reason of any existing or anticipated Material Development Condition for a period of more than one hundred and twenty sixty (12060) consecutive days; provided, that the Company shall not be entitled to exercise any such right more than two times in any calendar year or less than 30 days from the giving of its Delay Notice to the Shareholders with respect to prior such Material Development Condition, as above providedsuspension period; and provided further, that such exercise shall not prevent the Holders from being entitled to at least 240 days of effective registration per calendar year;
(2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovehereinbefore provided, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after the occurrence of the earlier of (i) the expiration of such Material Development Condition ceases to exist or, if sooner, as soon as practicable after and (ii) the expiration of the period set forth in clause (1) above, and the registration period for such one hundred and twenty new registration statement shall be the number of days that remained in the required registration period with respect to the withdrawn Registration Statement at the time it was withdrawn; and
(1203) day in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities pursuant to such Registration Statement for any period during the required registration period, such required registration period with respect to such Holders shall be extended by the number of days during such required registration period that such Holders are required to refrain from selling Registrable Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Ihop Corp), Series B Convertible Preferred Stock Purchase Agreement (Ihop Corp)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof3, if the Company determines that, in its good faith judgment, (i) it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiarysubsidiary for purposes of disclosure to the stockholders or potential investors of the Company) be materially disadvantageous (a "Material Development Condition") to the Company or any subsidiary or its stockholders for such a Material Development Condition to proceed with be publicly disclosed, and (ii) the Company reasonably believes it would be required under the Securities Act to disclose such Material Development Condition in such Registration Statement, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of 10 the Company to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities included or to be included in such Registration Statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), ): (1) in no event may such cessation or delay (i) be, for each such Registration Statement, for a period of more than one hundred and twenty ninety (12090) consecutive days from the giving of its Delay Notice to the Shareholders a Holder or Holders with respect to such Material Development Condition, as above provided, or (ii) for each such Registration Statement, exceed in the aggregate one hundred twenty (120) days in any consecutive three hundred sixty-five (365) day period; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovehereinbefore provided, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist expires or, if sooner, as soon as practicable after the expiration of the earlier of such ninety (90) day or one hundred and twenty (120) day period, and the Registration Period for such new Registration Statement shall be the greater of thirty (30) days or the number of days that remained in such Registration Period with respect to the withdrawn Registration Statement at the time it was withdrawn; and (3) in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities for any period during the Registration Period, the Registration Period with respect to such Holders shall be extended by the number of days during the Registration Period that such Holders are required to refrain from selling Registrable Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Infogrames Entertainment Sa)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof3, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other material transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous (a "Material Development Condition") to the Company for such a Registration Statement to proceed with such become effective or to be maintained effective or for sales of Registrable Securities to continue pursuant to the Registration Statement, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer to such effect to any Holder of the Company Registrable Securities included or to Donald R. Harkleroad, as the Representative of the Shareholdersbe included in such Registration Statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminatedto be suspended, or (iii) in the event no such Registration Statement has yet been filed or declared effectivefiled, to delay the filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver on a same day basis to Donald R. Harkleroad, as the Representative any Holder of the Shareholders). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing provisions of this Section 6(b), (1) in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty (120) consecutive days from the giving of its Delay Notice to the Shareholders Registrable Securities with respect to which any such Material Development Condition, as above provided; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty (120) day periodhas been filed).
Appears in 1 contract
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof3, if the board of directors of the Company determines that, in its good faith judgment, (i) it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiarysubsidiary for purposes of disclosure to the stockholders or potential investors of the Company) be materially disadvantageous (a "Material Development ConditionMATERIAL DEVELOPMENT CONDITION") to the Company or any subsidiary or its stockholders for such Material Development Condition to proceed with be publicly disclosed, and (ii) the Company reasonably believes it would be required under the Securities Act to disclose such Material Development Condition in such Registration Statement, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay NoticeDELAY NOTICE") from an officer to any Holder of the Company Registrable Securities included or to Donald R. Harkleroad, as the Representative of the Shareholdersbe included in such Registration Statement, (iA) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (iiB) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iiiC) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement (but not the Company's obligation to expeditiously prepare) until, in the good faith judgment of the Companyany such case, such Material Development Condition shall be disclosed or in the good faith judgment of the board of directors of the Company, such Material Development Condition no longer exists (in either case, notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative Holders of the ShareholdersRegistrable Securities included or to be included in such Registration Statement). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), 6(c): (1) the Company shall not be entitled to cause sales of Registrable Securities to cease or to delay any registration of Registrable Securities required pursuant to Section 3 by reason of any existing or anticipated Material Development Condition if at the time any other registration statement of the Company is then in effect under the Securities Act (the "OTHER REGISTRATION STATEMENT") and the Company has a contractual right to cause selling stockholders to cease sales pursuant thereto or to withdraw the effectiveness of the Other Registration Statement and fails to do so, unless either such right arises out of a misstatement, omission or event that is applicable only to the Registration Statement and not to the Other Registration Statement; (2) in no event may such cessation or delay (A) be, for each such Registration Statement, for a period of more than one hundred and twenty forty- five (12045) consecutive days from the giving of its Delay Notice to the Shareholders a Holder or Holders with respect to such Material Development Condition, as above providedprovided above, or (B) for each such Registration Statement, exceed in the aggregate one hundred twenty (120) days in any consecutive three hundred sixty-five (365) day period; and (23) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovein this sentence, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist expires or, if sooner, as soon as practicable after the expiration of such one hundred and twenty the forty-five (12045) day periodperiod referred to in the foregoing clause (2), and the Registration Period for such new Registration Statement shall be the greater of sixty (60) days or the number of days that remained in such Registration Period with respect to the withdrawn Registration Statement at the time it was withdrawn; and (4) in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities for any period during the Registration Period, the Registration Period with respect to such Holders shall be extended by the number of days during the Registration Period that such Holders are required to refrain from selling Registrable Securities.
Appears in 1 contract
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereofor 4(a), if the Board of Directors of the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous impracticable or seriously detrimental (a "Material Development Condition") to the Company or any subsidiary to proceed with file such Registration StatementStatement with the SEC, or to amend or supplement a Registration Statement that has been filed with the SEC, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving to the Holders of a written notice certificate signed by an executive officer of the Company stating that in the good faith judgment of the Board of Directors that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative of the Shareholders), (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders Stockholder pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay the filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative of the ShareholdersStockholder). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), ): (1) in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty ninety (12090) consecutive days from the giving of its Delay Notice to the Shareholders Stockholder with respect to such Material Development Condition, as above provided; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred ninety (90) day period and the Demand Registration Period for any new Registration Statement that relates to a Demand Registration shall be the greater of twenty (12020) day perioddays or the number of days that remained in the Demand Registration Period with respect to the withdrawn Registration Statement at the time it was withdrawn; and (3) in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Selling Stockholder to refrain from selling Registrable Securities for any period during the Demand Registration Period, the Demand Registration Period with respect to such Stockholder shall be extended by the number of days during the Demand Registration Period that such Stockholder is required to refrain from selling Registrable Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Internet Commerce Corp)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereofor 4, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous seriously detrimental (a "Material Development Condition") to the Company or any subsidiary or its stockholders for such a Registration Statement to proceed with such become effective or to be maintained effective or for sales of Registrable Securities to continue pursuant to the Registration Statement, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer to such effect, signed by the President or any Vice President of the Company Company, to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities included or to be included in such Registration Statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (ii) to delay actions to bring about the effectiveness of such Registration Statement and sales thereunder or, upon the written advice of counsel, cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effectivefiled, to delay filing or effectiveness of any such Registration Statement Statement, until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), paragraph (b): (1) in no event may such cessation the Company shall not be entitled to cause sales of Registrable Securities to cease or to delay be, for each such Registration Statement, any registration of Registrable Securities required pursuant to Section 3 or 4 by reason of any existing or anticipated Material Development Condition more than a total of four times or for a period of more than one an aggregate of ninety (90) days within any consecutive three hundred and twenty sixty-five (120365) consecutive days from the giving of its Delay Notice to the Shareholders with respect to such Material Development Conditionday period, as above provided; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovehereinbefore provided, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist expires or, if sooner, as soon as practicable after upon the expiration of such one hundred and twenty ninety (12090) day period, and the registration period for such new registration statement shall be the greater of thirty (30) days or the number of days that remained in the required registration period with respect to the withdrawn Registration Statement at the time it was withdrawn; and (3) in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities pursuant to such Registration Statement for any period during the required registration period, such required registration period with respect to such Holders shall be extended by the number of days during such required registration period that such Holders are required to refrain from selling Registrable Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (General Maritime Ship Holdings LTD)
Material Development Condition. With respect to any Registration Statement registration statement filed or to be filed pursuant to Section 3 hereofa Demand Registration or a Piggyback Registration, if the Company determines that, in its the good faith judgmentjudgment of its Board of Directors, it would (because of the existence of, or in reasonable anticipation of, of any acquisition or corporate reorganization reorganization, merger, or other transaction, financing activity, stock repurchase activity or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous detrimental (a "Material Development Condition") to the Company for such a registration statement to proceed with such Registration Statementbe filed, then to become effective or to be maintained effective or for sales of Registrable Securities to continue pursuant to the registration statement, the Company shall, notwithstanding any other provisions of this Undertaking, shall be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities included or to be included in such registration statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement registration statement to cease, (ii) to cause such Registration Statement registration statement to be withdrawn and the effectiveness of such Registration Statement registration statement terminated, or (iii) in the event no such Registration Statement registration statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement registration statement until, in the good faith judgment of the Company's Board of Directors, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such registration statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), 3(c): (1) the Company agrees to use commercially reasonable efforts to minimize the duration of such cessation or delay, which period shall in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty (120) consecutive exceed 180 days from the giving of its Delay Notice to the Shareholders with respect to such Material Development Condition, as above providedin any 12-month period; and (2) in the event a Registration Statement registration statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovehereinbefore provided, the Company shall cause a new Registration Statement registration statement covering the same Registrable Securities as those covered by the original registration statement to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist expires or, if sooner, as soon as practicable after not later than the expiration of such one hundred 180-day period and; (3) in the event the Company elects not to withdraw or terminate the effectiveness of any such registration statement but to cause a Holder or Holders to refrain from selling Registrable Securities for any period during the Registration Period (as defined in Section 4(a)(ii)), the Registration Period with respect to such Holders and twenty such Registrable Securities shall be extended by the number of days during the Registration Period that such Holders are required to refrain from selling Registrable Securities. Upon receipt of any such Delay Notice, each Holder, in the case of an effective registration statement shall forthwith discontinue its use and any dissemination of the prospectus contained in such registration statement and, if so directed by the Company, will deliver to the Company (120at the Company's expense) day periodall copies then in such Holder's possession, of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such Delay Notice.
Appears in 1 contract
Sources: Registration Rights Agreement (Premium Standard Farms, Inc.)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof2.1, if the Company determines thatdetermines, in its good faith judgment, that (i) it would (because of the existence of, or in reasonable anticipation of, any a material acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous detrimental to the Company or any subsidiary or its stockholders for such a Registration Statement to become effective or to be maintained effective or for sales of Registrable Securities to continue pursuant to the Registration Statement, or (ii) the filing or maintaining effectiveness of a "Registration Statement would require disclosure of material information that the Company has a valid business purpose of retaining as confidential (each, a “Material Development Condition") to the Company to proceed with such Registration Statement”), then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "“Delay Notice"”) from an officer to such effect, signed by the Chief Executive Officer, President, Chief Financial Officer or any Vice President of the Company Company, to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities included or to be included in such Registration Statement, (iA) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (iiB) to delay actions to bring about the effectiveness of such Registration Statement and sales thereunder or, upon the written advice of counsel, cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iiiC) in the event no such Registration Statement has yet been filed or declared effectivefiled, to delay filing or effectiveness of any such Registration Statement Statement, until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), paragraph (b):
(1) in no event may such cessation the Company shall not be entitled to cause sales of Registrable Securities to cease or to delay be, for each such Registration Statement, any registration of Registrable Securities required pursuant to Section 2.1 by reason of any existing or anticipated Material Development Condition for a period of more than one hundred and twenty sixty (12060) consecutive days; provided, that the Company shall not be entitled to exercise any such right more than two times in any calendar year or less than 30 days from the giving of its Delay Notice to the Shareholders with respect to prior such Material Development Condition, as above providedsuspension period; and provided further, that such exercise shall not prevent the Holders from being entitled to at least 240 days of effective registration per calendar year;
(2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovehereinbefore provided, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after the occurrence of the earlier of (i) the expiration of such Material Development Condition ceases to exist or, if sooner, as soon as practicable after and (ii) the expiration of the period set forth in clause (1) above, and the registration period for such one hundred and twenty new registration statement shall be the number of days that remained in the required registration period with respect to the withdrawn Registration Statement at the time it was withdrawn; and
(1203) day in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities pursuant to such Registration Statement for any period during the required registration period, such required registration period with respect to such Holders shall be extended by the number of days during such required registration period that such Holders are required to refrain from selling Registrable Securities.
Appears in 1 contract
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof3, if the Company determines that, in its good faith judgment, (i) it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiarysubsidiary for purposes of disclosure to the stockholders or potential investors of the Company) be materially disadvantageous (a "Material Development Condition") to the Company or any subsidiary or its stockholders for such Material Development Condition to proceed with be publicly disclosed, and (ii) the Company reasonably believes it would be required under the Securities Act to disclose such Material Development Condition in such Registration Statement, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities included or to be included in such Registration Statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), ): (1) in no event may such cessation or delay (i) be, for each such Registration Statement, for a period of more than one hundred and twenty ninety (12090) consecutive days from the giving of its Delay Notice to the Shareholders a Holder or Holders with respect to such Material Development Condition, as above provided, or (ii) for each such Registration Statement, exceed in the aggregate one hundred twenty (120) days in any consecutive three hundred sixty-five (365) day period; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovehereinbefore provided, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist expires or, if sooner, as soon as practicable after the expiration of the earlier of such ninety (90) day or one hundred and twenty (120) day period, and the Registration Period for such new Registration Statement shall be the greater of thirty (30) days or the number of days that remained in such Registration Period with respect to the withdrawn Registration Statement at the time it was withdrawn; and (3) in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities for any period during the Registration Period, the Registration Period with respect to such Holders shall be extended by the number of days during the Registration Period that such Holders are required to refrain from selling Registrable Securities.
Appears in 1 contract
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof2 or 3, if the Company determines thatdetermines, in its good faith judgment, that (i) it would (because of the existence of, or in reasonable anticipation of, any a material acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous seriously detrimental to the Company or any subsidiary or its stockholders for such a Registration Statement to become effective or to be maintained effective or for sales of Registrable Securities to continue pursuant to the Registration Statement, or (ii) the filing or maintaining effectiveness of a Registration Statement would require disclosure of material information that the Company has a valid business purpose of retaining as confidential (each, a "Material Development Condition") to the Company to proceed with such Registration Statement), then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer to such effect, signed by the Chief Executive Officer, President or any Vice President of the Company Company, to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities included or to be included in such Registration Statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (ii) to delay actions to bring about the effectiveness of such Registration Statement and sales thereunder or, upon the written advice of counsel, cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effectivefiled, to delay filing or effectiveness of any such Registration Statement Statement, until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), paragraph (b): (1) in no event may such cessation the Company shall not be entitled to cause sales of Registrable Securities to cease or to delay be, for each such Registration Statement, any registration of Registrable Securities required pursuant to Section 2 or 3 by reason of any existing or anticipated Material Development Condition for a period of more than one hundred and twenty sixty (12060) consecutive days; provided, that the Company shall not be entitled to exercise any such right more than two times in any calendar year or less than 30 days from the giving of its Delay Notice to the Shareholders with respect to prior such Material Development Condition, as above providedsuspension period; and provided further, that such exercise shall not prevent the Holders from being entitled to at least 240 days of effective registration per calendar year; (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovehereinbefore provided, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after the occurrence of the earlier of (i) the expiration of such Material Development Condition ceases to exist or, if sooner, as soon as practicable after or (ii) the expiration of the period set forth in clause (1) above, and the registration period for such one hundred new registration statement shall be the number of days that remained in the required registration period with respect to the withdrawn Registration Statement at the time it was withdrawn; and twenty (1203) day in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities pursuant to such Registration Statement for any period during the required registration period, such required registration period with respect to such Holders shall be extended by the number of days during such required registration period that such Holders are required to refrain from selling Registrable Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Infrasource Services Inc)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof3, if the Company Thoratec determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company Thoratec or any subsidiary, or the unavailability for reasons substantially beyond the CompanyThoratec's control of any required financial statements, or any other event or condition ) require public disclosure by Thoratec of similar significance material non-public information that is not included in such Registration Statement and that immediate disclosure of such information would be seriously detrimental to the Company or any subsidiary) be materially disadvantageous Thoratec (a "Material Development Condition") to the Company to proceed with such Registration Statement), then the Company Thoratec shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer Thoratec to any Holder of the Company Registrable Securities included or to Donald R. Harkleroad, as the Representative of the Shareholders, be included in such Registration Statement: (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, or (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event if no such Registration Statement has yet been filed or declared effective, to delay the filing or effectiveness of any such Registration Statement until, in the good faith judgment of the CompanyThoratec, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company Thoratec shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing provisions of this Section 6(b), Notwithstanding the foregoing: (1A) in no event may such cessation or delay be, for each such Registration Statement, (I) be for a period of more than one hundred and twenty (120) 60 consecutive days from the giving of its the Delay Notice to the Shareholders a Holder with respect to such the Material Development Condition, as above provided; , and (2II) exceed 90 days in the event a aggregate in any 12 month period and the Shelf Registration Statement is filed Period with respect to such Holder and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall cause a new Registration Statement covering the Registrable Securities shall be extended by the number of days during the Shelf Registration Period that such Holder is required to be filed with the Commission as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty (120) day periodrefrain from selling Registrable Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Thermo Electron Corp)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereofor 4(a), if the Board of Directors of the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous impracticable or seriously detrimental (a "Material Development Condition") to the Company or any subsidiary to proceed with file such Registration StatementStatement with the SEC, or to amend or supplement a Registration Statement that has been filed with the SEC, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving to the Holders of a written notice certificate signed by an executive officer of the Company stating that in the good faith judgment of the Board of Directors that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative of the Shareholders), (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders Stockholder(s) pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay the filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative of the ShareholdersStockholder(s)). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), ): (1) in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty ninety (12090) consecutive days from the giving of its Delay Notice to the Shareholders Stockholder with respect to such Material Development Condition, as above provided; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred ninety (90) day period and the Demand Registration Period for any new Registration Statement that relates to a Demand Registration shall be the greater of twenty (12020) day period.days or the number of days that remained in the Demand Registration Period with respect to the withdrawn Registration Statement at the time it was withdrawn; and
Appears in 1 contract
Sources: Registration Rights Agreement (Internet Commerce Corp)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof3, if the Company determines that, in its good faith judgment, (i) it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiarysubsidiary for purposes of disclosure to the stockholders or potential investors of the Company) be materially disadvantageous (a "Material Development Condition") to the Company or any subsidiary or its stockholders for such a Material Development Condition to proceed with be publicly disclosed, and (ii) the Company reasonably believes it would be required under the Securities Act to disclose such Material Development Condition in such Registration Statement, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities included or to be included in such Registration Statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), ): (1) in no event may such cessation or delay (i) be, for each such Registration Statement, for a period of more than one hundred and twenty ninety (12090) consecutive days from the giving of its Delay Notice to the Shareholders a Holder or Holders with respect to such Material Development Condition, as above provided, or (ii) for each such Registration Statement, exceed in the aggregate one hundred twenty (120) days 9 10 in any consecutive three hundred sixty-five (365) day period; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovehereinbefore provided, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist expires or, if sooner, as soon as practicable after the expiration of the earlier of such ninety (90) day or one hundred and twenty (120) day period, and the Registration Period for such new Registration Statement shall be the greater of thirty (30) days or the number of days that remained in such Registration Period with respect to the withdrawn Registration Statement at the time it was withdrawn; and (3) in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities for any period during the Registration Period, the Registration Period with respect to such Holders shall be extended by the number of days during the Registration Period that such Holders are required to refrain from selling Registrable Securities.
Appears in 1 contract
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Article III, Section 3 hereof2, if the Company Buyer determines that, in its reasonable and good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company Buyer or any subsidiary, or the unavailability for reasons substantially beyond the Company's Buyer’s control of any required financial statements, or any other event or condition ) require public disclosure by Buyer of similar significance material non-public information that is not included in such Registration Statement and that immediate disclosure of such information would be seriously detrimental to the Company or any subsidiary) be materially disadvantageous Buyer (a "“Material Development Condition") to the Company to proceed with such Registration Statement”), then the Company Buyer shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "“Delay Notice"”) from an officer Buyer to any Holder of the Company Registrable Securities included or to Donald R. Harkleroad, as the Representative of the Shareholders, be included in such Registration Statement: (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, or (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event if no such Registration Statement has yet been filed or declared effective, to delay the filing or effectiveness of any such Registration Statement until, in the good faith judgment of the CompanyBuyer, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company Buyer shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing provisions of this Section 6(b), Notwithstanding the foregoing: (1A) in no event may such cessation or delay be, for each such Registration Statement, (I) be for a period of more than one hundred and twenty (120) 45 consecutive days from the giving of its the Delay Notice to the Shareholders a Holder with respect to such the Material Development Condition, as above provided; , (II) exceed 90 days in the aggregate in any 12 month period and (2III) in prevent the Shelf Registration from being declared effective within nine (9) months following the Closing Date under the Stock Purchase Agreement. In the event a Registration Statement is filed and subsequently withdrawn by reason of any existing such cessation or anticipated Material Development Condition as provided abovedelay, the Company shall cause a new Shelf Registration Statement covering the Period with respect to such Holder and Registrable Securities shall be extended by the number of days during the Shelf Registration Period that such Holder is required to be filed with the Commission as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty (120) day periodrefrain from selling Registrable Securities.
Appears in 1 contract
Material Development Condition. With respect to any ------------------------------ Registration Statement filed or to be filed pursuant to Section 3 2 hereof, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous (a "Material Development Condition") to the Company for such a Registration Statement to proceed with such become effective or to be maintained effective or for sales of Registrable Securities to continue pursuant to the Registration Statement, then the Company shall, notwithstanding any other provisions of this UndertakingRegistration Rights Agreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer to such effect to any Holder of the Company Registrable Securities included or to Donald R. Harkleroad, as the Representative of the Shareholdersbe included in such Registration Statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or and/or (iii) in the event no such Registration Statement has yet been filed or declared effectivefiled, to delay filing or effectiveness of any such Registration Statement Statement, in each case until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to any such Registration Statement which has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), (1) in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty (120) consecutive days from the giving of its Delay Notice to the Shareholders with respect to such Material Development Condition, as above provided; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above2.5, the Company shall be entitled to cause a new the cessation of sales under, or postpone, delay or withdraw the Registration Statement covering the Registrable Securities to be filed with the Commission as soon as reasonably practicable after such (collectively, a "blackout period") in respect of Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one Conditions for not more than two blackout periods within any consecutive three hundred and twenty sixty (120360) day period, provided that such blackout periods in the aggregate do not exceed sixty (60) days.
Appears in 1 contract
Sources: Registration Rights Agreement (Boston Life Sciences Inc /De)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereofStatement, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or because of the presence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in such a prospectus is premature, would have an adverse effect on the Company or is otherwise inadvisable or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous (a "Material Development Condition") to the Company or any subsidiary or its stockholders for such a Registration Statement to proceed with such become effective or to be maintained effective or for sales of Registrable Securities to continue pursuant to the Registration Statement, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer to such effect to any Holder of the Company Registrable Securities included or to Donald R. Harkleroad, as the Representative of the Shareholdersbe included in such Registration Statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effectivefiled, to delay filing or effectiveness of any such Registration Statement untilStatement, until the Company determines that, in the its good faith judgment of the Companyjudgment, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing provisions In the event the Company elects not to withdraw or terminate the effectiveness of this Section 6(b), (1) in no event may such cessation or delay be, for each any such Registration StatementStatement but to cause a Holder or Holders to refrain from selling Registrable Securities for any period during the registration period, for a period of more than one hundred and twenty (120) consecutive days from the giving of its Delay Notice to the Shareholders Registration Period with respect to such Material Development Condition, as above provided; and (2) in Holders shall be extended by the event a number of days during the Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall cause a new Registration Statement covering the Period that such Holders are required to refrain from selling Registrable Securities to be filed with the Commission as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty (120) day periodSecurities.
Appears in 1 contract
Sources: Subscription Agreement (Nephros Inc)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof3, if the Company determines that, in its good faith judgment, (i) it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiarysubsidiary for purposes of disclosure to the stockholders or potential investors of the Company) be materially disadvantageous (a "Material Development Condition") to the Company or any subsidiary or its stockholders for such a Material Development Condition to proceed with be publicly disclosed, and (ii) the Company reasonably believes it would be required under the Securities Act to disclose such Material Development Condition in such Registration Statement, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities included or to be included in such Registration Statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), (1) in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty (120) consecutive days from the giving of its Delay Notice to the Shareholders with respect to such Material Development Condition, as above provided; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty (120) day period.Section
Appears in 1 contract
Sources: Registration Rights Agreement (Infogrames Entertainment Sa)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Article III, Section 3 hereof2, if the Company Newport determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company Newport or any subsidiary, or the unavailability for reasons substantially beyond the Company's Newport’s control of any required financial statements, or any other event or condition ) require public disclosure by Newport of similar significance material non-public information that is not included in such Registration Statement and that immediate disclosure of such information would be seriously detrimental to the Company or any subsidiary) be materially disadvantageous Newport (a "“Material Development Condition") to the Company to proceed with such Registration Statement”), then the Company Newport shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "“Delay Notice"”) from an officer Newport to any Holder of the Company Registrable Securities included or to Donald R. Harkleroad, as the Representative of the Shareholders, be included in such Registration Statement: (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, or (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event if no such Registration Statement has yet been filed or declared effective, to delay the filing or effectiveness of any such Registration Statement until, in the good faith judgment of the CompanyNewport, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company Newport shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing provisions of this Section 6(b), Notwithstanding the foregoing: (1A) in no event may such cessation or delay be, for each such Registration Statement, (I) be for a period of more than one hundred and twenty (120) 60 consecutive days from the giving of its the Delay Notice to the Shareholders a Holder with respect to such the Material Development Condition, as above provided; , and (2II) exceed 120 days in the aggregate in any 12 month period. In the event a Registration Statement is filed and subsequently withdrawn by reason of any existing such cessation or anticipated Material Development Condition as provided abovedelay, the Company shall cause a new Shelf Registration Statement covering the Period with respect to such Holder and Registrable Securities shall be extended by the number of days during the Shelf Registration Period that such Holder is required to be filed with the Commission as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty (120) day periodrefrain from selling Registrable Securities.
Appears in 1 contract
Sources: Stockholder Agreement (Newport Corp)
Material Development Condition. With respect to any Registration Statement registration statement filed or to be filed pursuant to Section 3 hereofa Demand Registration or a Piggyback Registration, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, of any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase activity or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous detrimental (a "Material Development Condition") to the Company for such a registration statement to proceed with such Registration Statementbe filed, then to become effective or to be maintained effective or for sales of Registrable Securities to continue pursuant to the registration statement, the Company shall, notwithstanding any other provisions of this Undertaking, shall be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative of the Shareholdersany holder included or to be included in such registration statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement registration statement to cease, (ii) to cause such Registration Statement registration statement to be withdrawn and the effectiveness of such Registration Statement registration statement terminated, or (iii) in the event no such Registration Statement registration statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement registration statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any holder of the ShareholdersRegistrable Securities with respect to which any such registration statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), paragraph: (1) the Company agrees to make all necessary disclosure of the existence or occurrence of the circumstances giving rise to a Material Development Condition as promptly as is practicable and to use its best efforts to minimize the duration of such cessation or delay, which period shall in no event may such cessation or delay be, for each such Registration Statement, for a period of more than exceed one hundred and twenty (120100) consecutive days from the giving sending of its Delay Notice to the Shareholders a Holder or Holders with respect to such Material Development Condition, as above provided; and (2) in the event a Registration Statement registration statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovehereinbefore provided, the Company shall cause a new Registration Statement registration statement covering the same Registrable Securities as those covered by the original registration statement to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist expires or, if sooner, as soon as practicable after not later than the expiration of such one hundred and twenty (120100) day periodperiod expires, and to use its best efforts to cause such new registration statement to be declared effective as soon as practicable, and the Registration Period for such new registration statement shall be the greater of thirty (30) days or the number of days that remained in such Registration Period with respect to the withdrawn registration statement at the time it was withdrawn; (3) any such registration subject to a Delay Notice shall not count as a Demand Registration hereunder for purposes of the limitation on Demand Registrations in paragraphs 1(b) and 1(c) above; (4) in the event the Company elects not to withdraw or terminate the effectiveness of any such registration statement but to cause a holder or holders to refrain from selling Registrable Securities for any period during the Registration Period, the Registration Period with respect to such holders and such Registrable Securities shall be extended by the number of days during the Registration Period that such holders are required to refrain from selling Registrable Securities; and (5) the Company may only send or impose one (1) Delay Notice during any period of twelve (12) consecutive months.
Appears in 1 contract
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof, if the Company determines that, in its good faith judgment, (i) it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiarysubsidiary for purposes of disclosure to the stockholders or potential investors of the Company) be materially disadvantageous (a "Material Development Condition") to the Company or any subsidiary or its stockholders for such a Material Development Condition to proceed with be publicly disclosed, and (ii) the Company reasonably believes it would be required under the Securities Act to disclose such Material Development Condition in such Registration Statement, then the Company shall, notwithstanding any other provisions provision of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities included or to be included in such Registration Statement, (ix) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (iiy) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iiiz) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall may be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), ): (1i) in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty ninety (12090) consecutive days from the giving of its Delay Notice to the Shareholders a Holder or Holders with respect to such Material Development Condition, as above provided; and (2ii) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided aboveCondition, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist may be discharged or no longer exists or, if sooner, as soon as practicable after the expiration of such one hundred and twenty ninety (12090) day periodperiod and the Registration Period for such new Registration Statement shall be the greater of thirty (30) days or the number of days that remained in such Registration Period with respect to the withdrawn Registration Statement at the time it was withdrawn; and (iii) in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities for any period during the Registration Period, the Registration Period with respect to such Holders shall be extended by the number of days 91 during the Registration Period that such Holders are required to refrain from selling Registrable Securities.
Appears in 1 contract
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof3, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous (a "Material Development Condition") to the Company or any subsidiary or its stockholders for such a Material Development Condition to proceed with such Registration Statementbe publicly disclosed, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative of the ShareholdersStockholder, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders Stockholder pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative of the ShareholdersStockholder). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), ): (1) in no event may such cessation or delay be, for each such Registration Statement, be for a period of more than one hundred and twenty ninety (12090) consecutive days from the giving of its Delay Notice to the Shareholders The Stockholder with respect to such Material Development Condition, as above provided; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty ninety (12090) day period, and the Registration Period for such new Registration Statement shall be the greater of thirty (30) days or the number of days that remained in such Registration Period with respect to the withdrawn Registration Statement at the time it was withdrawn; and (3) in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause the Stockholder to refrain from selling Registrable Securities for any period during the Registration Period, the Registration Period shall be extended by the number of days during the Registration Period that the Stockholder is required to refrain from selling Registrable Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Cable & Wireless PLC)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Article III, Section 3 hereof2, if the Company Buyer determines that, in its reasonable and good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company Buyer or any subsidiary, or the unavailability for reasons substantially beyond the CompanyBuyer's control of any required financial statements, or any other event or condition ) require public disclosure by Buyer of similar significance material non-public information that is not included in such Registration Statement and that immediate disclosure of such information would be seriously detrimental to the Company or any subsidiary) be materially disadvantageous Buyer (a "Material Development Condition") to the Company to proceed with such Registration Statement), then the Company Buyer shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer Buyer to any Holder of the Company Registrable Securities included or to Donald R. Harkleroad, as the Representative of the Shareholders, be included in such Registration Statement: (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, or (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event if no such Registration Statement has yet been filed or declared effective, to delay the filing or effectiveness of any such Registration Statement until, in the good faith judgment of the CompanyBuyer, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company Buyer shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing provisions of this Section 6(b), Notwithstanding the foregoing: (1A) in no event may such cessation or delay be, for each such Registration Statement, (I) be for a period of more than one hundred and twenty (120) 45 consecutive days from the giving of its the Delay Notice to the Shareholders a Holder with respect to such the Material Development Condition, as above provided; , (II) exceed 90 days in the aggregate in any 12 month period and (2III) in prevent the Shelf Registration from being declared effective within nine (9) months following the Closing Date under the Stock Purchase Agreement. In the event a Registration Statement is filed and subsequently withdrawn by reason of any existing such cessation or anticipated Material Development Condition as provided abovedelay, the Company shall cause a new Shelf Registration Statement covering the Period with respect to such Holder and Registrable Securities shall be extended by the number of days during the Shelf Registration Period that such Holder is required to be filed with the Commission as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty (120) day periodrefrain from selling Registrable Securities.
Appears in 1 contract
Material Development Condition. With respect to any Registration Statement registration statement filed or to be filed pursuant to this Section 3 hereof6.12, if the Company Buyer determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company Buyer or any subsidiary, or the unavailability for reasons beyond the Company's Buyer’s control of any required financial statementsstatements or other material information, or any other event or condition of similar significance material to the Company Buyer or any subsidiary) be materially disadvantageous (a "Material Development Condition") to the Company Buyer to proceed with such Registration Statementregistration statement or that Buyer is required by applicable law, rules or regulations not to proceed with the registration statement (a “Material Development Condition”), then the Company Buyer shall, notwithstanding any other provisions of this UndertakingSection 6.12, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company Buyer to Donald R. Harkleroad, as the Representative of the Shareholders, Seller (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable Securities to cause sales of Buyer common stock by the Shareholders Seller pursuant to such Registration Statement registration statement to cease, (ii) to cause such Registration Statement registration statement to be withdrawn and the effectiveness of such Registration Statement terminatedregistration statement suspended, or (iii) in the event no such Registration Statement registration statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement registration statement until, in the good faith judgment of the CompanyBuyer, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company Buyer shall promptly deliver to Donald R. Harkleroad, as the Representative of the ShareholdersSeller). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b)6.12, (1) in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty (120) consecutive days from the giving of its Delay Notice to the Shareholders with respect to such Material Development Condition, as above provided; and (2) in the event a Registration Statement registration statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company Buyer shall use commercially reasonable efforts to cause a new Registration Statement registration statement covering the Registrable Securities Buyer common stock owned by Seller and for which the above registration rights apply to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist orexist. Notwithstanding the foregoing, if soonerBuyer’s pursuit of a registered, underwritten public offering of its securities shall be deemed to be a Material Development Condition for which the above delay may last up to 180 days; provided, Seller is permitted to include his shares of Buyer common stock that would otherwise be registered as soon as practicable after set forth above in the expiration of registration statement relating to such one hundred underwritten public offering to the extent the underwriter does not object thereto based on its ability to market and twenty (120) day periodsell the same.
Appears in 1 contract
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof3, if the Board of Directors of the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous impracticable for or seriously detrimental (a "Material Development Condition") to the Company or any subsidiary to proceed with file such Registration StatementStatement with the SEC, or to amend or supplement a Registration Statement that has been filed with the SEC, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving to the Holders of a written notice certificate signed by an executive officer of the Company stating that in the good faith judgment of the Board of Directors a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative of the Shareholders), (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders Stockholders pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay the filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative of the ShareholdersStockholders). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), ): (1) in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty ninety (12090) consecutive days from the giving of its Delay Notice to the Shareholders Stockholder with respect to such Material Development Condition, as above provided; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty ninety (12090) day period; and (3) the Company may not issue more than one Delay Notice in any twelve month period.
Appears in 1 contract
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof3, if the board of directors of the Company determines that, in its good faith judgment, (i) it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiarysubsidiary for purposes of disclosure to the stockholders or potential investors of the Company) be materially disadvantageous (a "Material Development Condition") to the Company or any subsidiary or its stockholders for such Material Development Condition to proceed with be publicly disclosed, and (ii) the Company reasonably believes it would be required under the Securities Act to disclose such Material Development Condition in such Registration Statement, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer to any Holder of the Company Registrable Securities included or to Donald R. Harkleroad, as the Representative of the Shareholdersbe included in such Registration Statement, (iA) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (iiB) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iiiC) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement (but not the Company's obligation to expeditiously prepare) until, in the good faith judgment of the Companyany such case, such Material Development Condition shall be disclosed or in the good faith judgment of the board of directors of the Company, such Material Development Condition no longer exists (in either case, notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative Holders of the ShareholdersRegistrable Securities included or to be included in such Registration Statement). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), 6(c): (1) the Company shall not be entitled to cause sales of Registrable Securities to cease or to delay any registration of Registrable Securities required pursuant to Section 3 by reason of any existing or anticipated Material Development Condition if at the time any other registration statement of the Company is then in effect under the Securities Act (the "Other Registration Statement") and the Company has a contractual right to cause selling stockholders to cease sales pursuant thereto or to withdraw the effectiveness of the Other Registration Statement and fails to do so, unless either such right arises out of a misstatement, omission or event that is applicable only to the Registration Statement and not to the Other Registration Statement; (2) in no event may such cessation or delay (A) be, for each such Registration Statement, for a period of more than one hundred and twenty forty-five (12045) consecutive days from the giving of its Delay Notice to the Shareholders a Holder or Holders with respect to such Material Development Condition, as above providedprovided above, or (B) for each such Registration Statement, exceed in the aggregate one hundred twenty (120) days in any consecutive three hundred sixty-five (365) day period; and (23) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovein this sentence, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist expires or, if sooner, as soon as practicable after the expiration of such one hundred and twenty the forty-five (12045) day periodperiod referred to in the foregoing clause (2), and the Registration Period for such new Registration Statement shall be the greater of sixty (60) days or the number of days that remained in such Registration Period with respect to the withdrawn Registration Statement at the time it was withdrawn; and (4) in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities for any period during the Registration Period, the Registration Period with respect to such Holders shall be extended by the number of days during the Registration Period that such Holders are required to refrain from selling Registrable Securities.
Appears in 1 contract
Sources: Credit Agreement (Sunbeam Corp/Fl/)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Article III, Section 3 hereof2, if the Company Newport determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company Newport or any subsidiary, or the unavailability for reasons substantially beyond the CompanyNewport's control of any required financial statements, or any other event or condition ) require public disclosure by Newport of similar significance material non-public information that is not included in such Registration Statement and that immediate disclosure of such information would be seriously detrimental to the Company or any subsidiary) be materially disadvantageous Newport (a "Material Development Condition") to the Company to proceed with such Registration Statement), then the Company Newport shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer Newport to any Holder of the Company Registrable Securities included or to Donald R. Harkleroad, as the Representative of the Shareholders, be included in such Registration Statement: (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, or (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event if no such Registration Statement has yet been filed or declared effective, to delay the filing or effectiveness of any such Registration Statement until, in the good faith judgment of the CompanyNewport, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company Newport shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing provisions of this Section 6(b), Notwithstanding the foregoing: (1A) in no event may such cessation or delay be, for each such Registration Statement, (I) be for a period of more than one hundred and twenty (120) 60 consecutive days from the giving of its the Delay Notice to the Shareholders a Holder with respect to such the Material Development Condition, as above provided; , and (2II) exceed 120 days in the aggregate in any 12 month period. In the event a Registration Statement is filed and subsequently withdrawn by reason of any existing such cessation or anticipated Material Development Condition as provided abovedelay, the Company shall cause a new Shelf Registration Statement covering the Period with respect to such Holder and Registrable Securities shall be extended by the number of days during the Shelf Registration Period that such Holder is required to be filed with the Commission as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty (120) day periodrefrain from selling Registrable Securities.
Appears in 1 contract
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof3, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be impracticable or materially disadvantageous (a "Material Development Condition") to the Company or any subsidiary or its stockholders to proceed with file such Registration StatementStatement with the SEC, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative of the ShareholdersStockholder, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders Stockholder pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative of the ShareholdersStockholder). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), ): (1) in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty ninety (12090) consecutive days from the giving of its Delay Notice to the Shareholders Stockholder with respect to such Material Development Condition, as above provided; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty ninety (12090) day period.
Appears in 1 contract
Sources: Registration Rights Agreement (Internet Commerce Corp)
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof3, if the Company determines that, in its good faith judgment, (i) it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiarysubsidiary for purposes of disclosure to the stockholders or potential investors of the Company) be materially disadvantageous (a "Material Development Condition") to the Company or any subsidiary or its stockholders for such a Material Development Condition to proceed with be publicly disclosed, and (ii) the Company reasonably believes it would be required under the Securities Act to disclose such Material Development Condition in such Registration Statement, then the Company shall, notwithstanding any other provisions of this UndertakingAgreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities included or to be included in such Registration Statement, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable to cause sales of Registrable Securities by the Shareholders such Holder pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative any Holder of the ShareholdersRegistrable Securities with respect to which any such Registration Statement has been filed). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing Notwithstanding the foregoing provisions of this Section 6(b), ): (1) the Company shall not be entitled to cause sales of Registrable Securities to cease or to delay any registration of Registrable Securities required pursuant to Section 3 by reason of any existing or anticipated Material Development Condition if at the time any Other Registration Statement of the Company is then in effect and the Company has a contractual right to cause selling stockholders to cease sales pursuant thereto or to withdraw the effectiveness of the Other Registration Statement and fails to do so, unless either such right arises out of a misstatement, omission or event that is applicable only to the Registration Statement and not to the Other Registration Statement; (2) in no event may such cessation or delay (i) be, for each such Registration Statement, for a period of more than one hundred and twenty ninety (12090) consecutive days from the giving of its Delay Notice to the Shareholders a Holder or Holders with respect to such Material Development Condition, as above provided, or (ii) for each such Registration Statement, exceed in the aggregate one hundred fifty (150) days in any consecutive three hundred sixty-five (365) day period; and (23) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided abovehereinbefore provided, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission SEC as soon as reasonably practicable after such Material Development Condition ceases to exist expires or, if sooner, as soon as practicable after the expiration of the earlier of such ninety (90) day or one hundred and twenty fifty (120150) day period, and the Registration Period for such new Registration Statement shall be the greater of thirty (30) days or the number of days that remained in such Registration Period with respect to the withdrawn Registration Statement at the time it was withdrawn; and (4) in the event the Company elects not to withdraw or terminate the effectiveness of any such Registration Statement but to cause a Holder or Holders to refrain from selling Registrable Securities for any period during the Registration Period, the Registration Period with respect to such Holders shall be extended by the number of days during the Registration Period that such Holders are required to refrain from selling Registrable Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (General Atlantic Partners LLC)