Common use of Restrictions on Demand Registrations Clause in Contracts

Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within three months after the effective date of a previous Demand Registration. The Company may postpone for up to three months the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s board of directors determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction; provided that in such event, the holders of a majority of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as one of the permitted Demand Registrations hereunder and the Company will pay all Registration Expenses in connection with such registration; provided, that the Company may delay a Demand Registration hereunder only once in any twelve-month period.

Appears in 3 contracts

Samples: Registration Rights Agreement (Apollo Group Inc), Shareholders’ Agreement (Apollo Group Inc), Registration Rights Agreement (Apollo Group Inc)

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Restrictions on Demand Registrations. The Company will not be ------------------------------------ obligated to effect any Demand Registration within three six months after the effective date of a previous Demand Registration. The Company may postpone for up to three six months (from the date of the request) the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s 's board of directors determines in its reasonable good faith judgment believes that such Demand Registration would reasonably be expected to have a material an adverse effect on any proposal or plan by the Company or any of its subsidiaries Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction; provided provided, however, that in such event, the holders of a majority of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as one of the permitted Demand Registrations hereunder and the Company will pay all Registration Expenses in connection with such registration; provided, that the Company may delay a Demand Registration hereunder only once in any twelve-month period.

Appears in 2 contracts

Samples: Registration Agreement (Kilovac International Inc), Registration Agreement (Kilovac International Inc)

Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within three six months after the effective date of a previous Demand Registration. The Company may postpone for up to three six months (from the date of the request) the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s 's board of directors determines reasonably and in its reasonable good faith judgment believes that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer or similar transaction; provided provided, however, that in such event, the holders of a majority of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count shall be treated as one of if it had never been made in the permitted Demand Registrations hereunder first instance, and the Company will pay all Registration Expenses in connection with such registration; provided, that the . The Company may delay a Demand Registration hereunder only once in any twelve12-month period.

Appears in 1 contract

Samples: Registration Agreement (Compbenefits Corp)

Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within three six months after the effective date of a previous Demand RegistrationLong-Form Registration with respect to securities offered by the Company for its own account. The Company may postpone postpone, for up to three six months (from the date of the request), the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s board of directors determines believes, in its reasonable good faith judgment faith, that such Demand Registration would reasonably be expected to have a material an adverse effect on any proposal or plan by the Company or any of its subsidiaries Subsidiary thereof to engage in any acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer offer, reorganization, or similar transaction; provided provided, however, that in such event, the holders of a majority of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count shall be treated as one of if it had never been made in the permitted Demand Registrations hereunder first instance, and the Company will pay all Registration Expenses in connection with such registration; provided, that the . The Company may delay a Demand Registration hereunder only once in any twelve12-month period.

Appears in 1 contract

Samples: Registration Agreement (Mattress Holding Corp.)

Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within three six months after the effective date of a previous Demand RegistrationLong-Form Registration with respect to the Company. The Company may postpone postpone, for up to three six months (from the date of the request), the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s board of directors determines in its reasonable good faith judgment believes that such Demand Registration would reasonably be expected to have a material an adverse effect on any proposal or plan by the Company or any of its subsidiaries Subsidiary thereof to engage in any acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer offer, reorganization, or similar transaction; provided provided, however, that in such event, the holders of a majority of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count shall be treated as one of if it had never been made in the permitted Demand Registrations hereunder first instance, and the Company will pay all Registration Expenses in connection with such registration; provided, that the . The Company may delay a Demand Registration hereunder only once in any twelve12-month period.

Appears in 1 contract

Samples: Registration Agreement (GSE Holding, Inc.)

Restrictions on Demand Registrations. The Company will not be ------------------------------------ obligated to effect any Demand Registration within three six months after the effective date of a previous Demand Registration. The Company may postpone for up to three six months the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s board Company and the holders of directors determines in its reasonable good faith judgment at least a majority of the Registrable Securities agree that such Demand Registration would reasonably be expected to have a material an adverse effect on any proposal or plan by the Company or any of its subsidiaries Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction; provided that in such event, the holders of a majority of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as one of the permitted Demand Registrations hereunder and the Company will pay all Registration Expenses in connection with such registration; provided, that the Company may delay a Demand Registration hereunder only once in any twelve-month period.

Appears in 1 contract

Samples: Registration Agreement (Wesley Jessen Holding Inc)

Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within three six months after the effective date of a previous Demand Registration. The -The Company may postpone for up to three six months the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s board Company and the holders of directors determines in its reasonable good faith judgment at least a majority of the Registrable Securities agree that such Demand Registration would reasonably be expected to have a material an adverse effect on any proposal or plan by the Company or any of its subsidiaries Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction; provided that in such event, the holders of a majority of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as one of the permitted Demand Registrations hereunder and the Company will pay all Registration Expenses in connection with such registration; provided, that the Company may delay a Demand Registration hereunder only once in any twelve-month period.

Appears in 1 contract

Samples: Registration Agreement (Onesource Information Services Inc)

Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within three months after the effective date of a previous Demand Registration. The Company may postpone for up to three months 90 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s board of directors (the “Board”) determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect Columbus/395874.3 on any proposal or plan by the Company or any of its subsidiaries to engage Subsidiaries, including but not limited to, engaging in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer offer, reorganization or similar transaction; provided that in such event, the holders of a majority of Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will shall not count as one of the permitted Demand Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such withdrawn registration; provided, that the . The Company may delay a Demand Registration hereunder only once in any twelve-month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Quick Med Technologies Inc)

Restrictions on Demand Registrations. The Company will not be ------------------------------------ obligated to effect any Demand Registration within three months 90 days after the effective date of a previous Demand Registration. The Company may postpone upon one occasion in any 365 day period for up to three months 120 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s board of directors Company determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets or shares of unrelated companies (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction; provided that in . In the case of such event, the holders of a majority of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as one of the permitted Demand Registrations hereunder and the Company will pay all Registration Expenses in connection with such registration; provided, that the Company may delay a Demand Registration hereunder only once in any twelve-month period.

Appears in 1 contract

Samples: Stockholders Agreement (Purchasepro Com Inc)

Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within three months after the effective date of a previous Demand Registration. The Company may postpone ------------------------------------ for up to three months 120 days (from the date of the request) the filing or the effectiveness of a registration statement for a Demand Registration or the commencement of a Demand Registration under a Shelf Registration if the Company’s 's board of directors determines in its reasonable good faith judgment believes that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer offer, reorganization or similar transaction; provided -------- that in such event, the holders of a majority of Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count shall be treated as one of if it had never been made in the permitted Demand Registrations hereunder first instance, and the Company will shall pay all Registration Expenses in connection with such registration; provided, that the . The Company may delay a Demand Registration hereunder only once in any twelve12-month period.

Appears in 1 contract

Samples: Warrant Agreement (Novastar Financial Inc)

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Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within three six months after the effective date of a previous Demand RegistrationLong-Form Registration with respect to the Company. The Company may postpone postpone, for up to three six months (from the date of the request), the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s 's board of directors determines in its reasonable good faith judgment believes that such Demand Registration would reasonably be expected to have a material an adverse effect on any proposal or plan by the Company or any of its subsidiaries Subsidiary thereof to engage in any acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer offer, reorganization, or similar transaction; provided provided, however, that in such event, the holders of a majority of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count shall be treated as one of if it had never been made in the permitted Demand Registrations hereunder first instance, and the Company will pay all Registration Expenses in connection with such registration; provided, that the . The Company may delay a Demand Registration hereunder only once in any twelve12-month period.

Appears in 1 contract

Samples: Registration Agreement (Otis Spunkmeyer Holdings Inc)

Restrictions on Demand Registrations. The Company will shall not be ------------------------------------ obligated to effect any Demand Registration within three months 180 days after the effective date of a previous Demand Registration. The Company may postpone shall be entitled to postpone, for up to three months 180 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s board Company and the holders of directors determines in its reasonable good faith judgment at least a majority of the Xxxx Registrable Securities agree that such Demand Registration would be reasonably be expected to have a material an adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction; provided that in such -------- event, the holders of a majority of Xxxx Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as one of the permitted Demand Registrations hereunder and the Company will pay all Registration Expenses in connection with such registration; provided, that the Company may delay a Demand Registration hereunder only once in any twelve-month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Alliance Laundry Holdings LLC)

Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within three months sixty (60) days after the effective date of a previous Demand Registrationregistration of equity securities by the Company. The Company may postpone for up to three months ninety (90) days the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s board Board of directors Directors determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by be seriously detrimental to the Company or any of and its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any mergershareholders; provided, consolidation, tender offer or similar transaction; provided that in such event, (i) the Company shall give written notice to the holders of a majority Registrable Securities as soon after such determination as practicable, but in any event within ten (10) days thereafter, (ii) the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, and such Demand Registration will not count as one of the permitted Demand Registrations hereunder and the Company will pay all Registration Expenses in connection with such registration; provided, that registration and (iii) the Company may delay postpone a Demand Registration hereunder pursuant hereto only once in any twelve365-month day period.

Appears in 1 contract

Samples: Registration Rights Agreement (Velocity Express Corp)

Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within three months after the effective date of a previous Demand Registration. The Company may postpone for up to three months the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s board Company and the holders of directors determines in its reasonable good faith judgment at least a majority of the Xxxx Registrable Securities agree that such Demand Registration would reasonably be expected to have a material an adverse effect on any proposal or plan by the Company or any of its subsidiaries Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction; provided that in such event, the holders of a majority of Xxxx Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as one of the permitted Demand Registrations hereunder and the Company will pay all Registration Expenses in connection with such registration; provided, that the Company may delay a Demand Registration hereunder only once in any twelve-month period.

Appears in 1 contract

Samples: Registration Agreement (Broder Bros Co)

Restrictions on Demand Registrations. The Company will shall not be obligated to effect any Demand Registration within three months 180 days after the effective date of the Company’s Initial Public Offering or within 90 days after the effective date of a previous Demand Registration. The Company may postpone for up to three months 60 days (in the case of clause (x) below) or 120 days (in the case of clause (y) below) the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s board of directors determines in its reasonable good faith judgment that such Demand Registration (x) would be seriously detrimental to the Company and its shareholders or (y) would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer offer, reorganization or similar transaction; provided that in such event, the holders of a majority of Investor Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will shall not count as one of the permitted Demand Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such registration; provided, that the . The Company may delay a Demand Registration hereunder only once in any twelve-month period.

Appears in 1 contract

Samples: Registration Agreement (NightHawk Radiology Holdings Inc)

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