Common use of Postponement of Demand Registration Clause in Contracts

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of sixty (60) days, the filing of a Registration Statement if the Company delivers to the Holders requesting registration a resolution of the Board that, in the good faith judgment of the Board, such registration and offering would reasonably be expected to materially adversely affect any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect the Company. Such Board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders receiving such resolution shall keep the information contained in such resolution confidential on the same terms set forth in Section 5(p). If the Company shall so postpone the filing of a Registration Statement, the Holder who made the Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20) days of the anticipated termination date of the postponement period, as provided in such resolution delivered to the Holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder is entitled pursuant to the terms herein.

Appears in 3 contracts

Samples: Registration Rights Agreement (Warburg Pincus Private Equity IX, L.P.), Registration Rights Agreement (Laredo Petroleum Holdings, Inc.), Registration Rights Agreement (Laredo Petroleum Holdings, Inc.)

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Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any twelve12-month period), for a reasonable period of time not in excess of sixty (60) 60 days, the filing of a Registration Statement if the Company delivers to the Holders holders requesting registration a resolution certificate signed by both the president and chief financial officer of the Board Company certifying that, in the good faith judgment of the Boardboard of directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public been, and is not otherwise required to be be, disclosed at that timeto the public, the premature disclosure of which would materially adversely affect the Company. Such Board resolution certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders holders receiving such resolution certificate shall keep the information contained in such resolution certificate confidential on subject to the same terms set forth in Section 5(p). If the Company shall so postpone the filing of a Registration Statement, the Holder who made Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Demand Registration Registrable Securities to be included in such registration statement) shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20) 20 days of the anticipated termination date of the postponement period, as provided in such resolution the certificate delivered to the Holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder is entitled pursuant to the terms hereinholders.

Appears in 3 contracts

Samples: Registration Rights Agreement (Hca Inc/Tn), Registration Rights Agreement (Marietta Surgical Center, Inc.), Registration Rights Agreement (Hca Inc/Tn)

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any twelve-twelve (12) month period), for a reasonable period of time not in excess of sixty seventy-five (6075) days, the filing of a Registration Statement if the Company delivers to the Holders holders requesting registration a resolution certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Board Company certifying that, in the good faith judgment of the BoardBoard of Directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that timepublic, the premature disclosure of which would materially adversely affect the Company. Such Board resolution certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders holders receiving such resolution certificate shall keep the information contained in such resolution certificate confidential on subject to the same terms set forth in Section 5(p6(o). If the Company shall so postpone the filing of a Registration Statement, the Holder holder who made the Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20) days of the anticipated termination date of the postponement period, as provided in such resolution the certificate delivered to the Holdersholders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder holder is entitled pursuant to the terms hereinof this Agreement.

Appears in 3 contracts

Samples: Registration Rights Agreement (ANTERO RESOURCES Corp), Addendum Agreement (ANTERO RESOURCES Corp), Version Registration Rights Agreement (Antero Resources Finance Corp)

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of sixty ninety (6090) days, the filing of a Registration Statement if the Company delivers to the Holders requesting registration a resolution members of the Board Demanding Qualified Holder Group a certificate signed by both the principal executive officer and the principal financial officer of the Company certifying that, in the good faith judgment of the BoardBoard of Directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that timepublic, the premature disclosure of which would materially adversely affect the Company. Such Board resolution certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders Persons receiving such resolution certificate shall keep the information contained in such resolution certificate confidential on subject to the same terms set forth in Section 5(p6(q). If the Company shall so postpone the filing of a Registration Statement, the Demanding Qualified Holder who made the Demand Registration Group shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20) days of the anticipated termination date of the postponement period, as provided in such resolution the certificate delivered to the Holdersthereto, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such the Qualified Holder is Groups are entitled pursuant to the terms hereinof this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Approach Resources Inc), Registration Rights Agreement (Approach Resources Inc)

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any twelve-twelve month period), for a reasonable period of time not in excess of sixty (60) 60 days, the filing of a Registration Statement if the Company delivers to the Holders holders requesting registration a resolution certificate signed by both the President and Chief Financial Officer of the Board Company certifying that, in the good faith judgment of the BoardBoard of Directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that timepublic, the premature disclosure of which would materially adversely affect the Company. Such Board resolution certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders holders receiving such resolution certificate shall keep the information contained in such resolution certificate confidential on subject to the same terms set forth in Section 5(p6(p). If the Company shall so postpone the filing of a Registration Statement, the Holder holder who made the Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20) 20 days of the anticipated termination date of the postponement period, as provided in such resolution the certificate delivered to the Holdersholders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder holder is entitled pursuant to the terms hereinof this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Targa Resources Corp.), Registration Rights Agreement (Targa Resources Investments Inc.)

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any twelve-month period)Group may postpone, for a reasonable period of time on one or more occasions not in excess of sixty 90 days in the aggregate (60together with any Shelf Suspensions) daysin any 12-month period, the filing (but not the preparation) of a Registration Statement if the Company delivers to the Holders requesting registration Sponsor a resolution certificate signed by an executive officer of the Board that, in the good faith judgment of the Board, Company certifying that such registration and offering would reasonably be expected (i) require the Company to make an Adverse Disclosure or (ii) materially adversely affect interfere with any bona fide material financing of financing, acquisition, disposition or other similar transaction involving the Company or any material transaction of its subsidiaries then under consideration by the Company or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect the Companyconsideration. Such Board resolution certificate shall contain a statement notify the Sponsor only of the reasons for occurrence of such postponement an event and an approximation of the anticipated delaydelay but shall provide no additional information regarding such event to the extent such information would constitute material non-public information. The Holders receiving such resolution Sponsor shall keep the information contained in such resolution certificate confidential on subject to the same terms set forth in Section 5(p9(p). If the Company Group shall so postpone the filing of a Registration Statement, the Holder who made the Demand Registration Sponsor shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20) ten days of the anticipated termination date of the postponement period, as provided in such resolution the certificate delivered to the HoldersSponsor and, and for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that in the event of the Sponsor does not so withdraw the request for registration, the Company Group shall continue to prepare a Registration Statement during such withdrawalpostponement such that it shall be in a position to and shall, such request shall not be counted for purposes as promptly as practicable following the expiration of the number applicable deferral or suspension period, file or update and use its reasonable efforts to cause the effectiveness of Demand Registrations to which such Holder is entitled pursuant to the terms hereinapplicable deferred or suspended Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Graftech International LTD), Registration Rights Agreement (Graftech International LTD)

Postponement of Demand Registration. The Company HII shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of sixty (60) 75 days, the filing of a Registration Statement (but not the preparation of such Registration Statement) if the Company HII delivers to the Holders holders requesting registration a resolution of the Board board of directors of HII that, in the good faith judgment of the Boardboard of directors of HII, such registration and offering would reasonably be expected to materially adversely affect any bona fide material financing of the Company HII or any material transaction under consideration by the Company HII or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect the CompanyHII. Such Board board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders holders receiving such board resolution shall keep the information contained in such board resolution confidential on the same terms set forth in Section 5(p). If the Company HII shall so postpone the filing of a Registration Statement, the Holder holder who made the Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company HII within twenty (20) 20 days of the anticipated termination date of the postponement period, as provided in such the board resolution delivered to the Holdersholders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder holder is entitled pursuant to the terms hereinof this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Health Insurance Innovations, Inc.), Registration Rights Agreement (Health Insurance Innovations, Inc.)

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any twelve-twelve month period), for a reasonable period of time not in excess of sixty (60) 90 days, the filing of a Registration Statement if the Company delivers to the Holders requesting registration a resolution members of the Board Demanding Qualified Holder Group a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company certifying that, in the good faith judgment of the BoardBoard of Directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that timepublic, the premature disclosure of which would materially adversely affect the Company. Such Board resolution certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders Persons receiving such resolution certificate shall keep the information contained in such resolution certificate confidential on subject to the same terms set forth in Section 5(p6(p). If the Company shall so postpone the filing of a Registration Statement, the Demanding Qualified Holder who made the Demand Registration Group shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20) 20 days of the anticipated termination date of the postponement period, as provided in such resolution the certificate delivered to the Holdersthereto, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such the Demanding Qualified Holder Group is entitled pursuant to the terms hereinof this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Superior Well Services, INC), Registration Rights Agreement (Superior Well Services, INC)

Postponement of Demand Registration. The Company WIND shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of sixty (60) 75 days, the filing of a Registration Statement (but not the preparation of such Registration Statement) if the Company WIND delivers to the Holders holders requesting registration a resolution of the Board board of directors of WIND that, in the good faith judgment of the Boardboard of directors of WIND, such registration and offering would reasonably be expected to materially adversely affect any bona fide material financing of the Company WIND or any material transaction under consideration by the Company WIND or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect the CompanyWIND. Such Board board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders holders receiving such board resolution shall keep the information contained in such board resolution confidential on the same terms set forth in Section 5(p). If the Company WIND shall so postpone the filing of a Registration Statement, the Holder holder who made the Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company WIND within twenty (20) 20 days of the anticipated termination date of the postponement period, as provided in such the board resolution delivered to the Holdersholders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder holder is entitled pursuant to the terms hereinof this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (First Wind Holdings Inc.), Registration Rights Agreement (First Wind Holdings Inc.)

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of sixty one hundred eighty (60180) days, the filing of a Registration Statement if the Company delivers to the Holders requesting registration a resolution members of the Board Demanding Qualified Holder Group a certificate signed by both the principal executive officer and the principal financial officer of the Company certifying that, in the good faith judgment of the BoardBoard of Directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company, or would render the Company unable to comply with the requirements under the Securities Act or the Exchange Act, or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that timepublic, the premature disclosure of which would materially adversely affect the Company. Such Board resolution certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders Persons receiving such resolution certificate shall keep the information contained in such resolution certificate confidential on subject to the same terms set forth in Section 5(p6(q). If the Company shall so postpone the filing of a Registration Statement, the Demanding Qualified Holder who made the Demand Registration Group shall have the right to withdraw the request for registration by giving written notice to the Company within twenty thirty (2030) days of the anticipated termination date of the postponement period, as provided in such resolution the certificate delivered to the Holdersthereto, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such the Qualified Holder is Groups are entitled pursuant to the terms hereinof this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Armstrong Energy, Inc.), Registration Rights Agreement (Armstrong Energy, Inc.)

Postponement of Demand Registration. The Company Corporation shall be entitled to postpone (but not more than once in any twelve-12 month period), for a reasonable period of time not in excess of sixty (60) 60 days, the filing of a Registration Statement if the Company Corporation delivers to the Holders holders requesting registration a resolution certificate signed by both the president and chief financial officer of the Board Corporation certifying that, in the good faith judgment of the Boardboard of directors of the Corporation, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company Corporation or any material transaction under consideration by the Company Corporation or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that timepublic, the premature disclosure of which would materially adversely affect the CompanyCorporation. Such Board resolution certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders holders receiving such resolution certificate shall keep the information contained in such resolution certificate confidential on subject to the same terms set forth in Section 5(p6(p). If the Company Corporation shall so postpone the filing of a Registration Statement, the Holder holder who made the Demand Registration or Pre-QPO Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company Corporation within twenty (20) 20 days of the anticipated termination date of the postponement period, as provided in such resolution the certificate delivered to the Holdersholders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations or Pre-QPO Demand Registrations to which such Holder holder is entitled pursuant to the terms hereinof this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Kosmos Energy Ltd.), Operating Agreement (Kosmos Energy Ltd.)

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Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any twelve-month period)may postpone, for a reasonable period of time on one or more occasions not in excess of sixty 120 days in the aggregate (60together with any Shelf Suspensions) daysin any 12-month period, the filing (but not the preparation) of a Registration Statement if the Company delivers to the Holders requesting registration a resolution of the Board that, determines in the its good faith judgment of the Board, that such registration and offering Demand Registration would reasonably be expected to (i) materially adversely affect interfere with any bona fide proposal or plan that is material financing of to the Company related to any financing, acquisition of assets or any material transaction under consideration by securities, recapitalization, merger, consolidation, tender offer, reorganization or similar transaction, (ii) require the Company to make an Adverse Disclosure or would require disclosure of information that has not been disclosed (iii) render the Company unable to comply with requirements under the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect the Company. Such Board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders receiving such resolution shall keep the information contained in such resolution confidential on the same terms set forth in Section 5(p)Securities Act or Exchange Act. If the Company shall so postpone the filing of a Registration Statement, the Holder who made the Demand Registration Initiating Sponsor shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20) days and, for the avoidance of doubt, upon such withdrawal, the anticipated termination date of the postponement period, as withdrawn request shall not constitute a Demand Notice; provided in such resolution delivered to the Holders, and that in the event of the Initiating Sponsor does not so withdraw the request for registration, the Company shall continue to prepare a Registration Statement during such withdrawalpostponement such that it shall be in a position to and shall, such request shall not be counted for purposes as promptly as practicable following the expiration of the number applicable deferral or suspension period, file or update and use its reasonable efforts to cause the effectiveness of Demand Registrations to which such Holder is entitled pursuant to the terms hereinapplicable deferred or suspended Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Clarios International Inc.)

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any twelve-month period)postpone, for a reasonable period of time (but not more than, in excess of sixty (60) daysthe aggregate 60 days in any 12-month period), the filing of a Registration Statement pursuant to this Section 2, if the Company delivers to the Holders holders requesting registration a resolution certificate signed by both the chief executive officer and chief financial officer of the Board Company certifying that, in the good faith judgment of the Boardboard of directors of the Company, such registration and offering (i) would reasonably be expected to materially adversely affect or materially interfere with (A) any bona fide material financing of the Company or (B) any material transaction under consideration by the Company or (ii) would require disclosure of information that has not been disclosed to the public been, and is not otherwise required to be be, disclosed at that timeto the public, the premature disclosure of which would materially adversely affect the Company. Such Board resolution certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders receiving such resolution shall keep the information contained in such resolution confidential on the same terms set forth in Section 5(p). If the Company shall so postpone the filing of a Registration Statement, the Holder who made holders of a majority of the Demand Registration Registrable Securities which are to be registered in a particular offering pursuant to this Section 2 shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20) days of prior to the anticipated termination date of the postponement period, as provided in such resolution the certificate delivered to Investor and, if withdrawn, the HoldersDemand Notice shall be deemed not to have been made for all purposes under this Agreement, the Company shall pay all expenses of such written Demand Registration in accordance with Section 6, and in such withdrawal of the event of such withdrawal, such request for registration shall not be counted for purposes of the number of Demand Registrations to which such Holder is entitled pursuant subject to the terms hereinproviso in the last sentence of Section 6(b).

Appears in 1 contract

Samples: Registration Rights Agreement (Aradigm Corp)

Postponement of Demand Registration. The Company shall will be entitled to postpone (but not more than once in any twelve12-month period), for a reasonable period of time not in excess of sixty 90 days (60less the number of days the Company has postponed the filing of a registration statement pursuant to Section 3(b)(iii) daysor Section 3(c)(i)), the filing of a Registration Statement registration statement in accordance with this Section 3(a) or Section 3(b) if the Company delivers to notifies the Holders requesting registration a resolution of the Board Registration that, in the good faith judgment of the Boardboard of directors of the Company (in consultation with legal counsel and/or an investment banking firm of recognized national standing), such registration Registration and offering would reasonably be expected to materially and adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public been, and is not otherwise required to be be, disclosed at that timeto the public, the premature disclosure of which would materially and adversely affect the Company. Such Board resolution shall notice will contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders receiving such resolution shall keep the information contained in such resolution confidential on the same terms set forth in Section 5(p). If the Company shall so postpone postpones the filing of a Registration Statementregistration statement, the Holder who made the Demand Registration shall Initiating Holders will have the right to withdraw the request for registration Registration (and the Holders who have requested that their Registrable Securities be included in such Registration may withdraw such Registrable Securities from such Registration) by giving written notice to the Company within twenty ten (2010) days of the anticipated termination date of the postponement period, as provided in such resolution the notice delivered to the Holders, Holders and in the event of such withdrawal, such request shall withdrawn registration will not be counted for purposes of the number of count as a Demand Registrations to which such Holder is entitled pursuant to the terms hereinRegistration.

Appears in 1 contract

Samples: Registration Rights Agreement

Postponement of Demand Registration. The Company Corporation shall be entitled to postpone (but not more than once in any twelve12-month period), for a reasonable period of time not in excess of sixty (60) 120 days, the filing of a Registration Statement if the Company Corporation delivers to the Holders requesting registration PESC Company a resolution of the Board that, in the good faith judgment of the Board, such registration and offering would reasonably be expected to materially adversely affect any bona fide material financing of the Company Corporation or any material transaction under consideration by the Company Corporation or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect the CompanyCorporation. Such Board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders receiving such resolution PESC Company shall keep the information contained in such resolution confidential on the same terms set forth in Section 5(p). If the Company Corporation shall so postpone the filing of a Registration Statement, the Holder who made the Demand Registration PESC Company shall have the right to withdraw the request for registration by giving written notice to the Company Corporation within twenty (20) 20 days of the anticipated termination date of the postponement period, as provided in such resolution delivered to the HoldersPESC Company, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder PESC Company is entitled pursuant to the terms herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Philadelphia Energy Solutions Inc.)

Postponement of Demand Registration. The Company Corporation shall be entitled to postpone (but not more than once twice in any twelve-month period), for a reasonable period of time not in excess of sixty (60) 90 days, the filing of a Registration Statement if the Company Corporation delivers to the Holders holders requesting registration a resolution of the Board board of directors of the Corporation that, in the good faith judgment of the Boardboard of directors of the Corporation, such registration and offering would reasonably be expected to materially adversely affect any bona fide material financing of the Company Corporation or any material transaction under consideration by the Company Corporation or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect the CompanyCorporation. Such Board board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders holders receiving such board resolution shall keep the information contained in such board resolution confidential on the same terms set forth in Section 5(p). If the Company Corporation shall so postpone the filing of a Registration Statement, the Holder holder who made the Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company Corporation within twenty (20) 20 days of the anticipated termination date of the postponement period, as provided in such the board resolution delivered to the Holdersholders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder holder is entitled pursuant to the terms hereinof this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Ascent Energy Inc)

Postponement of Demand Registration. The Company shall be entitled entitled, by delivering written notice to the Holders requesting registration, to postpone (but not more than once in any twelve12-month period), for a reasonable period of time not in excess of sixty (60) 120 days, the filing of a Registration Statement if the Company delivers to the Holders requesting registration a resolution of the Board that, determines in the good faith judgment of the Board, board of directors of the Company that such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that timepublic, the premature disclosure of which would materially adversely affect the Company. Such Board resolution notice shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders receiving such resolution notice shall keep the information contained in such resolution notice confidential on subject to the same terms set forth in Section 5(p6(p). If the Company shall so postpone the filing of a Registration Statement, the Holder Key Investor who made the Demand Registration requested such registration pursuant to Section 2(a) shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20which shall promptly forward such notice to any other Holders participating in such proposed offering) days of at any time prior to the anticipated termination date of the postponement period, as provided in such resolution the notice delivered to the Holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder is entitled pursuant to the terms herein.

Appears in 1 contract

Samples: Registration Rights Agreement (TGR Financial, Inc.)

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