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 12-month period), for a reasonable period of time not in excess of 60 days, the filing of a Registration Statement if the Company delivers to the holders requesting registration 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 board of directors of the Company, based on the advice of counsel, 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, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p). If the Company shall so postpone the filing of a Registration Statement, each of the Requisite Shareholders shall have the right to withdraw its request for registration by giving written notice to the Company within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Virgin Mobile USA, Inc.), Registration Rights Agreement (Virgin Mobile USA, Inc.)

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Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 60 days, the filing of a Registration Statement (or suspend the use of a Registration Statement) if the Company delivers to the holders requesting registration (or participating in a Shelf Registration Statement) 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 board of directors of the Company, based on the advice of counsel, such registration and offering (or sales pursuant to the Shelf Registration Statement) 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, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p5(a)(xiii). If the Company shall so postpone the filing of a Registration Statement, each the holders of more than 50% of the Requisite Shareholders Registrable Securities to be included in such registration statement shall have the right to withdraw its the request for registration by giving written notice to the Company within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered and a Demand Registration shall not have been deemed to the holdershave occurred.

Appears in 2 contracts

Samples: Registration Rights Agreement (Tumi Holdings, Inc.), Registration Rights Agreement (Tumi Holdings, Inc.)

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12twelve-month period), for a reasonable period of time not in excess of 60 one hundred twenty (120) days, the filing of a Registration Statement if the Company delivers to the holders requesting registration members of the Demanding Qualified Holder Group a certificate signed by both the chief principal executive officer and chief the principal financial officer of the Company certifying that, in the good faith judgment of the board Board of directors Directors of the Company, based on the advice of counsel, 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, and is not otherwise required to be, been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders Persons receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p6(q). If the Company shall so postpone the filing of a Registration Statement, each of the Requisite Shareholders Demanding Qualified Holder Group shall have the right to withdraw its the request for registration by giving written notice to the Company within 20 twenty (20) days of the anticipated termination date of the postponement period, as provided in the certificate delivered thereto, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which the Qualified Holder Groups are entitled pursuant to the holdersterms of this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cinco Resources, Inc.)

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Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-twelve month period), for a reasonable period of time not in excess of 60 90 days, the filing of a Registration Statement if the Company delivers to the holders requesting registration a certificate signed by both the chief executive officer President and chief financial officer Chief Financial Officer of the Company certifying stating that, in the good faith judgment of the board Board of directors Directors of the Company, based on the advice of counsel, such registration and offering would reasonably be expected to materially could 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, and is not otherwise required to be, been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p). If the Company shall so postpone the filing of a Registration Statement, each of the Requisite Shareholders holder who made the Demand Registration shall have the right to withdraw its the request for registration by giving written notice to the Company within 20 days of the anticipated termination date of the postponement period, as provided in 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 of this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Bill Barrett Corp)

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