Common use of Restrictions on Demand Registration Clause in Contracts

Restrictions on Demand Registration. The Company may postpone or ----------------------------------- suspend, for up to 120 days in the aggregate in any 12-month period, the filing or the effectiveness of a registration statement for a Demand Registration if the Company's board of directors determines in good faith and notifies the Holders in writing that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets or other plan outside the ordinary course of business or (y) any merger, consolidation, tender offer or similar transaction, (ii) would require disclosure of any information that the board of directors of the Company determines in good faith the disclosure of which would be detrimental to the Company or (iii) would require a special audit by the Company; provided, that in -------- such event, the Holders initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration.

Appears in 2 contracts

Samples: Safescience Newco Registration Rights Agreement (Safescience Inc), Registration Rights Agreement (Safescience Inc)

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Restrictions on Demand Registration. The Company may postpone or ----------------------------------- suspend, for up to 120 90 days in the aggregate in any 12-month period, the filing or the effectiveness of a registration statement for a Demand Registration if the Company's ’s board of directors determines determined in good faith and notifies the Holders in writing that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets or (other plan outside than in the ordinary course of business business) or (y) any merger, consolidation, tender offer or similar transaction, transaction or (ii) would require disclosure of any information that the board of directors of the Company determines in good faith the disclosure of which would be detrimental to the Company or (iii) would require a special audit by the Company; provided, however, that in -------- such event, the Holders initially requesting such Demand Registration (the “Initiating Holders”) shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Lipocine Inc.)

Restrictions on Demand Registration. The Company may postpone or ----------------------------------- suspend, for up to 120 90 days in the aggregate in any 12-month period, the filing or the effectiveness of a registration statement for a Demand Registration if the Company's ’s board of directors determines in good faith and notifies the Holders in writing that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets or (other plan outside than in the ordinary course of business business) or (y) any merger, consolidation, tender offer or similar transaction, (ii) would require disclosure of any information that the board of directors of the Company determines in good faith the disclosure of which would be detrimental to the Company or (iii) would require a special audit by the Company; provided, however, that in -------- such event, the Holders initially requesting such Demand Registration (the “Initiating Holders”) shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Lipocine Inc.)

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Restrictions on Demand Registration. The Company may postpone or ----------------------------------- suspend, for up to 120 90 days in the aggregate in any 12-month period, the filing or the effectiveness of a registration statement for a Demand Registration if the Company's board of directors determines in good faith and notifies the Holders in writing that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets or (other plan outside than in the ordinary course of business business) or (y) any merger, consolidation, tender offer or similar transaction, transaction or (ii) would require disclosure of any information that the board of directors of the Company determines in good faith the disclosure of which would be detrimental to the Company or (iii) would require a special audit by the Company; provided, however, that in -------- such event, the Holders initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Curis Inc)

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