Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, PriceSmart notifies NEL in writing of the existence of a Potential Material Event (as defined below), NEL shall not offer or sell any Issued Shares or engage in any other transaction involving or relating to Issued Shares from the time of the giving of notice with respect to a Potential Material Event until NEL receives written notice from PriceSmart that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.1, PriceSmart's obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "Potential Material Event" means any of the following: (i) the possession by PriceSmart of material information not ripe for disclosure in the Registration Statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of PriceSmart that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of PriceSmart; or (ii) any material engagement or activity by PriceSmart which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of PriceSmart, be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of PriceSmart that the Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the Registration Statement) exceed ninety (90) days as a result of a Potential Material Event.
Restrictions on Registrations. The Company may postpone the filing or the effectiveness of a Registration Statement or of a supplement or amendment thereto (including any Takedown Request) or suspend the use of an effective Registration Statement if the Board of Directors determines in good faith that such Demand Registration or Shelf Registration, as the case may be, would (i) reasonably be expected to materially impede, delay, interfere with or otherwise have a material adverse effect on any material acquisition of assets (other than in the ordinary course of business), merger, consolidation, tender offer, financing or any other material business transaction by the Company or any of its Subsidiaries or (ii) require disclosure of information that has not been, and is otherwise not required to be, disclosed to the public, the premature disclosure of which the Company, after consultation with outside counsel to the Company, believes would materially and adversely affect the Company (any such period to be referred to as a “Blackout Period”). The Company shall not exercise its postponement rights in this Section 5.2 more than twice during any period of twelve (12) consecutive months and such Blackout Period shall not be more than seventy-five (75) days and all Blackout Periods (irrespective of individual duration) shall not total more than ninety (90) days during any such period of twelve (12) consecutive months; provided that a Blackout Period may not commence less than 30 days following the end of the most recently completed Blackout Period. Notwithstanding anything in this Agreement to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of, any of its securities either for its own account or the account of any security holder or holders during any Blackout Period.
Restrictions on Registrations. The Corporation may postpone for up to 90 days the filing or the effectiveness of a registration statement for a Demand Registration if the Corporation reasonably believes that such Demand Registration will have a material adverse effect on any proposal or plan by the Corporation to engage in any financing, acquisition of assets or any merger, consolidation, tender offer or other significant transaction; provided, that, the Corporation shall have the right to postpone such filing or effectiveness only one time during any period of 12 consecutive months.
Restrictions on Registrations. The holders of Registrable Securities shall be entitled to two Demand Registrations; provided, however, in all cases that each such obligation shall be deemed satisfied only when a Registration Statement or Registration Statements covering all Restricted Securities specified in a request for a Demand Registration received as aforesaid, for sale in accordance with the method of disposition specified in such request, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares have been sold pursuant thereto. The Corporation shall not be obligated to proceed with any Demand Registration if the Corporation shall deliver to the holders of Registrable Securities demanding a registration an opinion reasonably satisfactory in form and substance to such holders, of counsel, reasonably satisfactory to such holders, that the registration of such Registrable Shares is not necessary to permit such sale in the manner set forth in such holders' request. In addition, the Corporation shall not be obligated to proceed with any Demand Registration during any period during which the Corporation would be required to undertake an audit in order to have available for inclusion in the registration statement current financial statements as required in accordance with the Securities Act, unless the holders of Registrable Securities demanding a registration undertake to bear the reasonable costs of such audit. In each case in which the Corporation is not required to take any action, such holders shall be deemed not to have given the request giving rise thereto, a Demand Registration will be deemed not to have occurred and such holders shall be free to deliver a new notice requesting the registration of Registrable Securities.
Restrictions on Registrations. The Company may postpone for a reasonable period not to exceed 90 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company shall furnish to the Holders of Registrable Shares to be included in such Demand Registration a certificate signed by the Company’s Chief Executive Officer stating that the Board has determined reasonably and in good faith that such filing would require disclosure of a material fact concerning the Company (which the Company is not otherwise required to disclose) that would have a material adverse effect on the Company or adversely affect any 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 capital stock or other securities of any other entity, or any financing, acquisition, reorganization, merger, consolidation, tender offer or other significant transaction; provided, that the right to postpone may not be exercised for more than 120 days in any 12-month period. The Company will not include in any Demand Registration that is an underwritten offering any securities which are not Registrable Shares without the written consent of the Holders of a majority of the Registrable Shares to be included in such registration.
Restrictions on Registrations. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company delivers to the holders of Registrable Shares that have requested such Demand Registration a certificate executed by the Company’s Chief Executive Officer to the effect that such Demand Registration, if effected, would have a material adverse effect on any bona fide, material proposal or plan by the Company to engage in any financing, acquisition of assets or any merger, consolidation, tender offer or other significant transaction; provided, however, that the Company may not utilize this right more than twice in any twelve-month period.
Restrictions on Registrations. (i) The Corporation may postpone for a reasonable period, not to exceed sixty (60) days, the filing or the effectiveness of a registration statement for a Demand Registration if the Corporation has been advised by legal counsel that such filing would require disclosure of a material non-public fact or non-public information that the Corporation determines reasonably and in good faith would have a material adverse effect on the negotiation or completion of any significant transaction that is being contemplated by the Corporation or any of its subsidiaries at the time such right to delay is exercised. In addition, the Corporation shall not be required to effect any registration in accordance with the terms of this Agreement (other than on Form S-3 or any successor form relating to "shelf" offerings) within one hundred twenty (120) days after the effective date of any other registration statement of the Corporation for the IPO or a primary offering (or combined primary and secondary offering) of its securities (other than a registration statement on Form S-8, or any successor form).
Restrictions on Registrations. (i) The Parent Investors will be entitled to request an unlimited number of Demand Registrations and offerings in which the Corporation will pay all Registration Expenses, whether or not any such registration is consummated.
Restrictions on Registrations. (i) The Company may postpone for a reasonable period not to exceed 120 days, the filing, amendment or the effectiveness of a registration statement for a Demand Registration if the board of directors of the Company determines reasonably and in good faith that such filing would be significantly disadvantageous to the Company or its stockholders.
Restrictions on Registrations. If the filing, initial effectiveness or continued use of a Registration Statement would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement, and (iii) would in the good faith judgment of the Board (A) reasonably be expected to adversely affect the Company or its business if made at such time, or (B) reasonably be expected to interfere with the Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction or (C) otherwise require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, then the Company may upon giving prompt written notice of such determination of the Board to the participants in such registration (each of whom hereby agrees to maintain the confidentiality of all information disclosed to such participants; provided that the Company shall not be required to disclose the nature of the delay or other confidential information) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided further that the Company shall not be permitted to do so (x) for more than sixty (60) days for a given occurrence of such a circumstance or (y) more than two (2) times during any twelve-month period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a prospectus or the effectiveness of a Registration Statement, the Investor will be entitled to withdraw such request and, if such request is promptly withdrawn, such registration request will not count for the purposes of the limitation set forth in Section 7.3. The Company will pay all Registration Expenses incurred in connection with any such aborted registration or prospectus.
