Common use of Suspension of Dispositions Clause in Contracts

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 7 contracts

Samples: Registration Rights Agreement (BBGP Aircraft Holdings Ltd.), Registration Rights Agreement (Genesis Lease LTD), Registration Rights Agreement (EnergySolutions, Inc.)

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Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.5(f)(iii) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii2.5(b) and 2.5(iii2.5(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 7 contracts

Samples: Registration Rights Agreement (Clear Channel Outdoor Holdings, Inc.), Registration Rights Agreement (012 SMILE.COMMUNICATIONS LTD), Registration Rights Agreement (Grubb & Ellis Co)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.4(v)(C) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.4(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 6 contracts

Samples: Registration Rights Agreement (Odd Job Stores Inc), Registration Rights Agreement (Vista Energy Resources Inc), Registration Rights Agreement (Vista Energy Resources Inc)

Suspension of Dispositions. Each Holder Purchaser agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder 3.6(e)(iii), each Purchaser will forthwith discontinue disposition of Registrable Shares until such Holder’s Purchaser's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which that are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder each Purchaser will deliver to the Company all copies, other than permanent file copies then in such Holder’s Purchaser's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) 3.4 and 2.5(iii3.6(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 5 contracts

Samples: Stockholder Agreement (Wiser Oil Co), Stock Purchase Agreement (Wiser Oil Co), Stockholder Agreement (Wiser Investors Lp)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) ), such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections Section 2.5(ii) and Section 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as reasonably practicable. In any event, the Company shall not be entitled to deliver more than two Suspension Notices in any one year.

Appears in 4 contracts

Samples: Registration Rights Agreement (Workhorse Group Inc.), Registration Rights Agreement (Lannett Co Inc), Registration Rights Agreement (Baudax Bio, Inc.)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) 3.4(v)(C), such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 3.4(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 4 contracts

Samples: Stockholders Agreement (Capstar Broadcasting Partners Inc), Stockholders Agreement (H R Window Supply Inc), Stockholders Agreement (Capstar Broadcasting Partners Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 4 contracts

Samples: Registration Rights Agreement (Synchrony Financial), Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/), Transaction Agreement and Plan of Merger (Baker Hughes Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described which, in Section 2.5(vi)(C) the opinion of the Company, requires the amendment or supplement of any prospectus, such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectusprospectus (which the Company shall prepare and file as promptly as practicable), or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and such Holder has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 4(b)(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 3 contracts

Samples: Registration Rights Agreement (CRC Inc), Contribution Agreement (E Sync Networks Inc), Amended and Restated Registration Rights Agreement (Bg Media Intermediate Fund L P)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, that upon receipt of any notice (a “Suspension Notice”) from the Company Corporation of the happening of any event of the kind described in Section 2.5(vi)(C2.5(a)(vi)(B) or (C) or Section 2.5(a)(xxi) such Holder will shall forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyCorporation, such Holder will shall deliver to the Company Corporation all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company Corporation shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(iiSection 2.5(a)(ii) and 2.5(iii) hereof hereof, if applicable, shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Corporation shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 3 contracts

Samples: Equity Registration Rights Agreement (Motors Liquidation Co), Equity Registration Rights Agreement (Motors Liquidation Co), Warrant Agreement (General Motors Co)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) ), such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Baker Hughes Inc), Limited Liability Company Agreement (General Electric Co), Registration Rights Agreement (Baker Hughes a GE Co)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”"SUSPENSION NOTICE") from the Company of the happening of any event of the kind described which, in Section 2.5(vi)(C) the opinion of the Company, requires the amendment or supplement of any prospectus, such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectusprospectus (which the Company shall prepare and file as promptly as practicable), or until it is advised in writing (the “Advice”"ADVICE") by the Company that the use of the prospectus may be resumed, and such Holder has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 4(b)(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 3 contracts

Samples: Registration Rights Agreement (Netvoice Technologies Corp), Registration Rights Agreement (E Sync Networks Inc), Registration Rights Agreement (Netvoice Technologies Corp)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) 2.6(vi)(C), such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such noticenotice (any such period during which disposition of Registrable Securities is suspended, a “Suspension Period”). In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth referred to in Sections 2.5(iiSection 2.6(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 3 contracts

Samples: Registration Rights Agreement, Administration Agreement (Full Circle Capital Corp), Registration Rights Agreement (Great Elm Capital Corp.)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.4.1(e)(iii) hereof such Holder will forthwith discontinue disposition of Registrable Shares Securities pursuant to the registration statement relating to such Registrable Securities until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.4.1(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 3 contracts

Samples: Registration Rights Agreement (Seacor Holdings Inc /New/), Registration Rights Agreement (C/R Marine Domestic Partnership Lp a Delaware Lp), Registration Rights Agreement (Seabulk International Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) ), such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectusProspectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus Prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus Prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 3 contracts

Samples: Registration Rights Agreement (Fidelity National Title Group, Inc.), Registration Rights Agreement (Fidelity National Information Services, Inc.), Registration Rights Agreement (Fidelity National Title Group, Inc.)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.4(n) such Holder will forthwith discontinue disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if Prospectus. The Company shall extend the period of time during which the Company is required to maintain the Shelf Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall keep the existence and contents of any such Suspension Notice confidential.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Yuma Energy, Inc.), Agreement and Plan of Merger and Reorganization (Yuma Energy, Inc.), Restructuring and Exchange Agreement (Yuma Energy, Inc.)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company Parent of the happening of any event of the kind described in Section 2.5(vi)(C) 2.05(f)(C), such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company Parent that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyParent, such Holder will deliver to the Company Parent all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company Parent shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii2.05(b) and 2.5(iii2.05(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Parent shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 3 contracts

Samples: Registration Rights Agreement (Graphic Packaging International, LLC), Assignment and Assumption Agreement (Graphic Packaging Holding Co), Assignment and Assumption Agreement (International Paper Co /New/)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”"SUSPENSION NOTICE") from the Company Issuer of the happening of any event of the kind described in Section 2.5(vi)(C) 2.4(e)(iii), such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”"ADVICE") by the Company Issuer that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyIssuer, such Holder will deliver to the Company Issuer all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company Issuer shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.4(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller Selling Holder of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Issuer shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 3 contracts

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

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C4.5(vii)(C) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii4.5(ii) and 2.5(iii4.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 2 contracts

Samples: Stockholders Agreement (Cowen Group, Inc.), Stockholders Agreement (Cowen Group, Inc.)

Suspension of Dispositions. Each Holder Crusader agrees by acquisition of any Registrable Shares that, that upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(Cl.7(e)(ii), Section l.7(e)(iii) such Holder and Section 1.7(t), Crusader will forthwith discontinue disposition of Registrable Shares Securities until such HolderCrusader’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder Crusader will deliver to the Company all copies, other than permanent file copies then in such HolderCrusader’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 1.7(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Consumer Direct of America), Registration Rights Agreement (Consumer Direct of America)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company SpinCo of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company SpinCo that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanySpinCo, such Holder will deliver to the Company SpinCo all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company SpinCo shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company SpinCo shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 2 contracts

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

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C‎2.5(vi)(C) such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii‎2.5(ii) and 2.5(iii‎2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 2 contracts

Samples: Registration Rights Agreement (Aspen Technology, Inc.), Stockholders Agreement (Emerson Electric Co)

Suspension of Dispositions. Each Holder Participating Shareholder agrees by acquisition of any Registrable Shares that, that upon receipt of any notice (a "Suspension Notice") from the Company of the happening occurrence of any event of the kind described in Section 2.5(vi)(C) 2.5(e)(iii), such Holder Participating Shareholder will forthwith discontinue disposition of Registrable Restricted Shares pursuant to a pending registration statement until such Holder’s Participating Shareholder's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder Participating Shareholder will deliver to the Company all copies, other than permanent file copies then in such Holder’s Participating Shareholder's possession, of the prospectus covering such Registrable Restricted Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.5(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Restricted Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 2 contracts

Samples: Registration Rights Agreement (1945 Carlton Investments LLC), Registration Rights Agreement (Hicks Thomas O)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Shares, that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described which, in Section 2.5(vi)(C) the opinion of the Company, requires the amendment or supplement of any prospectus, such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, prospectus or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares Shares, current at the time of receipt of such noticethe Suspension Notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 1.4(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 2 contracts

Samples: Registration Rights Agreement (CCC Information Services Group Inc), Registration Rights Agreement (Winokur Herbert S Jr)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”"SUSPENSION NOTICE") from the Company Issuer of the happening of any event of the kind described in Section 2.5(vi)(C) 2.5(e)(iii), such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”"ADVICE") by the Company Issuer that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyIssuer, such Holder will deliver to the Company Issuer all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company Issuer shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.5(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller Selling Holder of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Issuer shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 2 contracts

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

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company TERP of the happening of any event of the kind described in Section 2.5(vi)(C2.5(f)(iii) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company TERP that the use of the prospectus Registration Statement may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, Registration Statement and, if so directed by the CompanyTERP, such Holder will deliver to the Company TERP all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Registration Statement covering such Registrable Shares current at the time of receipt of such notice. In the event the Company TERP shall give any such notice, the time period regarding the effectiveness of registration statements Registration Statements set forth in Sections 2.5(ii2.5(b) and 2.5(iii2.5(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company TERP shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 2 contracts

Samples: Merger and Sponsorship Transaction Agreement (TerraForm Power, Inc.), Registration Rights Agreement (TerraForm Power, Inc.)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.4(e)(iii) hereof, such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.1.1(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 2 contracts

Samples: Registration Rights Agreement (Crusader Energy Group Inc.), Registration Rights Agreement (Westside Energy Corp)

Suspension of Dispositions. Each Holder Stockholder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C6(e)(iii) such Holder Stockholder will forthwith discontinue disposition Disposition of Registrable Shares until such Holder’s Stockholder's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder Stockholder will deliver to the Company all copies, other than permanent file copies then in such Holder’s Stockholder's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 6(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 2 contracts

Samples: Registration Rights Agreement (Crosstex Energy Inc), Registration Rights Agreement (Crosstex Energy Inc)

Suspension of Dispositions. Each Entitled Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described which, in Section 2.5(vi)(C) the opinion of the Company, requires the amendment or supplement of any prospectus, such Entitled Holder will forthwith discontinue disposition of Registrable Shares until such Entitled Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 3.4(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 2 contracts

Samples: Stockholders Agreement (Viasystems Group Inc), Stockholders Agreement (Ero Marketing Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.5(e)(iii) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.5(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 2 contracts

Samples: Registration Rights Agreement (Geokinetics Inc), Registration Rights Agreement (Geokinetics Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.4(f), Section 2.4(n) or Section 2.4(t) such Holder will forthwith discontinue disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if Prospectus. The Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall keep the existence and contents of any such Suspension Notice confidential.

Appears in 2 contracts

Samples: Form of Registration Rights Agreement (RSP Permian, Inc.), Form of Registration Rights Agreement (RSP Permian, Inc.)

Suspension of Dispositions. Each Participating Holder agrees by acquisition of any Registrable Shares that, that -------------------------- upon receipt of any notice (a "Suspension Notice") from the Company of the ----------------- happening of any event of the kind described in Section 2.5(vi)(C) 3(g), such Participating ------------ Holder will forthwith discontinue disposition of Registrable Shares until such Participating Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by counsel to the ------ Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Participating Holder will deliver to the Company all copies, other than permanent file copies then in such Participating Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such noticeSuspension Notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(iiSection 3(b) and 2.5(iii) hereof shall be ------------ extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Ediets Com Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Units that, upon receipt of any notice (a “Suspension Notice”) from the Company Partnership of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder will forthwith discontinue disposition of Registrable Shares Units until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company Partnership that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyPartnership, such Holder will deliver to the Company Partnership all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Units current at the time of receipt of such notice. In the event the Company Partnership shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Units covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Partnership shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Brookfield Infrastructure Partners L.P.)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company Registrant of the happening of any event of the kind described in Section 2.5(vi)(C) such 2.2(d)(ii), the Holder will forthwith discontinue disposition of Registrable Shares Securities of the Registrant to which the Suspension Notice relates until such Holder’s its receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company Registrant that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which that are incorporated by reference in the prospectus, and, if so directed by the CompanyRegistrant, such Holder will deliver to the Company Registrant all copies, other than permanent file copies copies, then in such Holder’s possession, possession of the prospectus covering such Registrable Shares Securities current at the time of receipt of such noticeSuspension Notice. In If the event the Company Registrant shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) Section 2.2 hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement Holder shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Registrant shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Regency NGL Marketing LP)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such noticenotice (any such period during which disposition of Registrable Securities is suspended, a “Suspension Period”); provided, however, that the Company may only exercise its rights under this Section 2.6, considered together with any Blackout Period, for no more than one hundred and twenty (120) days in the aggregate during any calendar year. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Cloud Peak Energy Inc.)

Suspension of Dispositions. Each SellerCo and each other Holder hereto agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company Issuer of the happening of any event of the kind described in clause (iii) of Section 2.5(vi)(C) 2.2(f), such Holder will forthwith discontinue disposition disposition, if applicable, of Second Payment Registrable Shares Securities or Third Payment Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company Issuer that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyIssuer, such Holder will deliver to the Company Issuer all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company Issuer shall give any such notice, the time period regarding the effectiveness of registration statements the Registration Statements set forth in Sections 2.5(iiSection 2.2(b) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement Holder shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Issuer shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (E2open Parent Holdings, Inc.)

Suspension of Dispositions. Each Holder agrees by --------------------------- acquisition of any Registrable Shares that, upon receipt of any notice (a Suspension Notice”Notice ) from the Company of the happening of any event of the kind -------------- described in Section 2.5(vi)(C) 2.5(v)(C), such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s Holder s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”Advice ) by the Company that the use of the prospectus may be resumed, and has ------ received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s Holder s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.4(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Triton Energy LTD)

Suspension of Dispositions. Each Holder agrees by ---------------------------- acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind ------------------ described in Section 2.5(vi)(C) 2.5(v)(C), such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has ------ received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.4(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Shareholders Agreement (Triton Energy LTD)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.4(v)(B) or (C), such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.4(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Campfire Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C3.5(v)(C) such Holder will forthwith discontinue disposition of Registrable Shares Securities pursuant to a registration statement until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 3.5(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by 24 144 such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Stockholders' Agreement (Manville Personal Injury Settlement Trust)

Suspension of Dispositions. Each Holder The Shareholder agrees by acquisition of any Registrable Shares that, that upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder 2.4(e)(iii), the Shareholder will forthwith discontinue disposition of Registrable Shares until such Holder’s the Shareholder's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder the Shareholder will deliver to the Company all copies, other than permanent file copies then in such Holder’s the Shareholder's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such noticeSuspension Notice. In the event the Company shall give any such noticeSuspension Notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.4(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Cistron Biotechnology Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”"SUSPENSION NOTICE") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C3.5(f) above, such Holder will forthwith discontinue disposition of its Registrable Shares Securities until such Holder’s 's receipt of the copies of the an appropriate supplemented or amended prospectus, or until it such Holder is advised in writing (the “Advice”) by the Company (an "ADVICE") that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such noticeSuspension Notice. In The Company shall exercise its best efforts to provide the event Holders with the Advice or an appropriate supplemented or amended prospectus as soon as reasonably possible. If the Company shall give any such noticeSuspension Notice, the time period periods regarding the effectiveness of registration statements set forth in Sections 2.5(iiSection 3.5(a) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Participating Holder covered by such registration statement shall have received the copies of the an appropriate supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Investor Rights Agreement (Insweb Corp)

Suspension of Dispositions. Each Holder Stockholder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company Corporation of the happening of any event of the kind described in Section 2.5(vi)(C5.7(v)(C) such Holder Stockholder will forthwith discontinue disposition of Registrable Shares until such HolderStockholder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyCorporation, such Holder Stockholder will deliver to the Company Corporation all copies, other than permanent file copies then in such HolderStockholder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company Corporation shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(iiSection 5.7(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Corporation shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Stockholders Agreement (Catalog Resources, Inc.)

Suspension of Dispositions. Each Holder Stockholder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company Corporation of the happening of any event of the kind described in Section 2.5(vi)(C5.5(v)(C) such Holder Stockholder will forthwith discontinue disposition of Registrable Shares until such Holder’s Stockholder's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyCorporation, such Holder Stockholder will deliver to the Company Corporation all copies, other than permanent file copies then in such Holder’s Stockholder's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company Corporation shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 5.5(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Corporation shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Stockholders Agreement (Clientlogic Corp)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company TERP of the happening of any event of the kind described in Section 2.5(vi)(C) or occurrence that constitutes a Suspension Reason, such Holder will forthwith discontinue disposition of Registrable Shares pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company TERP that the use of the prospectus Shelf Registration Statement may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, Shelf Registration Statement and, if so directed by the CompanyTERP, such Holder will deliver to the Company TERP all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Shelf Registration Statement covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company TERP shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. A Suspension Notice shall only disclose the fact that a Suspension Reason has occurred and that such notice constitutes a Suspension Notice pursuant to this Section 2.5.

Appears in 1 contract

Samples: Registration Rights Agreement (TerraForm Power, Inc.)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a "Suspension Notice") from the Company Issuer of the happening of any event of the kind described in Section 2.5(vi)(C) 2.5(e)(iii), such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company Issuer that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyIssuer, such Holder will deliver to the Company Issuer all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company Issuer shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.5(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller Selling Holder of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Issuer shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Plains All American Pipeline Lp)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such noticenotice (any such period during which disposition of Registrable Securities is suspended, a “Suspension Period”). In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (New Mountain Finance Corp)

Suspension of Dispositions. Each Holder Stockholder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C4.05(e)(iii) such Holder Stockholder will forthwith discontinue disposition of Registrable Shares Securities until such HolderStockholder’s receipt of the copies of the supplemented or amended prospectus, or until it such Stockholder is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder Stockholder will deliver to the Company all copies, other than permanent file copies then in such HolderStockholder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 4.05(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Joinder Agreement (Bojangles', Inc.)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described which, in Section 2.5(vi)(C) the opinion of the Company, requires the amendment or supplement of any prospectus, such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 5.4(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: National Fiber Network Inc

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a "Suspension Notice") from the Company Issuer of the happening of any event of the kind described in Section 2.5(vi)(C) 2.6(e)(iii), such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company Issuer that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyIssuer, such Holder will deliver to the Company Issuer all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company Issuer shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.6(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller Selling Holder of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Issuer shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Clear Channel Communications Inc)

Suspension of Dispositions. Each Holder Participating Shareholder agrees by acquisition of any Registrable Shares that, that upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) 2.4(e)(iii), such Holder Participating Shareholder will forthwith discontinue disposition of Registrable Restricted Shares until such Holder’s Participating Shareholder's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder Participating Shareholder will deliver to the Company all copies, other than permanent file copies then in such Holder’s Participating Shareholder's possession, of the prospectus covering such Registrable Restricted Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.4(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Restricted Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (El Sitio Inc)

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Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) 2.4(vi)(C), such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(iiSection 2.4(ii) and 2.5(iiiSection 2.4(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as reasonably practicable. In any event, the Company shall not be entitled to deliver more than two Suspension Notices in any one year.

Appears in 1 contract

Samples: Registration Rights Agreement (Globalstar, Inc.)

Suspension of Dispositions. Each Holder The Shareholder agrees by acquisition of any Registrable Shares that, that upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder 2.04(e)(iii), the Shareholder will forthwith discontinue disposition of Registrable Xxxxx Shares that have been registered under this Article 2 until such Holder’s the Shareholder's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder the Shareholder will deliver to the Company all copies, other than permanent file copies then in such Holder’s the Shareholder's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such noticeSuspension Notice. In the event the Company shall give any such noticeSuspension Notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.04(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Polan Neal J)

Suspension of Dispositions. Each Holder Stockholder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company Corporation of the happening of any event of the kind described in Section 2.5(vi)(C5.6(v)(C) such Holder Stockholder will forthwith discontinue disposition of Registrable Shares until such HolderStockholder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyCorporation, such Holder Stockholder will deliver to the Company Corporation all copies, other than permanent file copies then in such HolderStockholder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company Corporation shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(iiSection 5.6(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Corporation shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Stockholders Agreement (Catalog Resources, Inc.)

Suspension of Dispositions. Each Entitled Holder agrees by acquisition -------------------------- of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described which, in Section 2.5(vi)(C) the opinion of the Company, requires the amendment or supplement of any prospectus, such Entitled Holder will forthwith discontinue disposition of Registrable Shares until such Entitled Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Entitled Holder will deliver to the Company all copies, other than permanent file copies then in such Entitled Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 7(d)(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Stockholders Agreement (Loomis Fargo & Co)

Suspension of Dispositions. Each Holder Selling Stockholder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”"SUSPENSION NOTICE") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) 6.2(vi), such Holder Selling Stockholder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s Selling Stockholder's receipt of the copies of the supplemented or amended prospectusprospectus contemplated by Section 6.2(vi), or until it is advised in writing (the “Advice”"ADVICE") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectusprospectus (the period from the date of the Suspension Notice until the receipt of such copies or the Advice being referred to herein as a "SUSPENSION PERIOD"), and, if so directed by the Company, such Holder Selling Stockholder will deliver to the Company all copies, other than permanent file copies then in such Holder’s Selling Stockholder's possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such noticethe Suspension Notice. In the event the Company shall give any such noticeSuspension Notice, (i) the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicablepracticable or deliver copies of the supplemented or amended prospectus contemplated by Section 6.2(vi), and (ii) the time periods regarding the effectiveness of registration statements set forth in Section 6.2(ii) hereof shall be extended by the number of days in the Suspension Period.

Appears in 1 contract

Samples: Separation Agreement (Kitty Hawk Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.6(e)(iii) such Holder will shall forthwith discontinue disposition of Registrable Shares pursuant to any registration statement until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in amend or supplement the prospectus, and, if so directed by the Company, such Holder will shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.6(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Mci Inc)

Suspension of Dispositions. Each Holder Crusader agrees by acquisition of any Registrable Shares that, that upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(Cl.7(e)(ii), Section l.7(e)(iii) such Holder and Section 1.7(t), Crusader will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s Crusader's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder Crusader will deliver to the Company all copies, other than permanent file copies then in such Holder’s Crusader's possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 1.7(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Crusader Capital Partners II LLC)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such noticenotice (any such period during which disposition of Registrable Securities is suspended, a "Suspension Period"); provided, however, that the Company may only exercise its rights under this Section 2.6, considered together with any Blackout Period, for no more than one hundred and twenty (120) days in the aggregate during any calendar year. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Cloud Peak Energy Inc.)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.4(n) such Holder will forthwith discontinue disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if Prospectus. The Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall keep the existence and contents of any such Suspension Notice confidential.

Appears in 1 contract

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

Suspension of Dispositions. Each The Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company Corporation of the happening of any event of the kind described in Section 2.5(vi)(C) such 2.4(vi)(C), the Holder will forthwith discontinue disposition of Registrable Shares Securities until such the Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyCorporation, such the Holder will deliver to the Company Corporation all copies, other than permanent file copies then in such the Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such noticenotice (any such period during which disposition of Registrable Securities is suspended, a “Suspension Period”). In the event the Company Corporation shall give any such notice, the time period regarding the effectiveness of registration statements set forth referred to in Sections 2.5(iiSection 2.4(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares the Holder covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Corporation shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (TCG Bdc, Inc.)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”"SUSPENSION NOTICE") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.5(e)(iii) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”"ADVICE") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.5(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Avista Capital Partners, L.P.)

Suspension of Dispositions. (a) Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company Partnership of the happening occurrence of any event of the kind described in Section 2.5(vi)(C2.4(n) or Section 2.4(s), such Holder will forthwith discontinue disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing (the “Advice”) by the Company Partnership that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if Prospectus. The Partnership shall extend the period of time during which the Partnership is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the CompanyPartnership, such Holder will deliver to the Company Partnership all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Partnership shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Kimbell Royalty Partners, LP)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.5(e)(iii) hereof, such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s -Holder's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.1.1(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Stockholders Agreement (Wire Harness Industries Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) 2.5(v)(C), such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.4(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Shareholders Agreement (Hm4 Triton Lp)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Company Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C4.05(e)(iii) such Holder will forthwith discontinue disposition of Registrable Shares Securities pursuant to any offering registration in accordance with the terms hereof until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 4.05(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Stockholders Agreement (Fortegra Financial Corp)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, that upon receipt of any notice (a “Suspension Notice”) from the Company Corporation of the happening of any event of the kind described in Section 2.5(vi)(C2.5(a)(vi)(B) or (C) or Section 2.5(a)(xx) such Holder will shall forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company Corporation that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyCorporation, such Holder will shall deliver to the Company Corporation all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company Corporation shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(iiSection 2.5(a)(ii) and 2.5(iii) hereof hereof, if applicable, shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Corporation shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (General Motors Co)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C3.5(v)(C) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(iiSection 3.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take all such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Investors Rights Agreement (Fm Properties Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.4(m), Section 2.4(n) or Section 2.4(t) such Holder will forthwith discontinue disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if Prospectus. The Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall keep the existence and contents of any such Suspension Notice confidential.

Appears in 1 contract

Samples: Lock Up and Registration Rights Agreement (SM Energy Co)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”"SUSPENSION NOTICE") from the Company of the happening of any event of the kind described in Section 2.5(vi)(CSECTION 2.5(f)(iii) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”"ADVICE") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(iiSECTIONS 2.5(b) and 2.5(iiiAND 2.5(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Limco-Piedmont Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.4(a)(5)(iii) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectusprospectus (the "Suspension Period"), and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.4(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. Each Holder agrees, other than as required by applicable law, to keep confidential the existence of any Suspension Notice and, if disclosed to the Holders, the facts and circumstances giving rise thereto.

Appears in 1 contract

Samples: Registration Rights Agreement (Harbinger Capital Partners Master Fund I, Ltd.)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Interests that, upon receipt of any notice (a "Suspension Notice") from the Company Partnership of the happening of any event of the kind described in Section 2.5(vi)(C) 12.5(e)(iii), such Holder will forthwith discontinue disposition of Registrable Shares Interests until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company Partnership that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyPartnership, such Holder will deliver to the Company Partnership all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares Interests current at the time of receipt of such notice. In the event the Company Partnership shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 12.5(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Interests covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Partnership shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Walden Residential Properties Inc

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company Registrant of the happening of any event of the kind described in Section 2.5(vi)(C) such 2.3(v)(C), the Holder will forthwith discontinue disposition of Registrable Shares Securities of the Registrant to which the Suspension Notice relates until such Holder’s its receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company Registrant that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyRegistrant, such Holder will deliver to the Company Registrant all copies, other than permanent file copies copies, then in such Holder’s possession, possession of the prospectus covering such Registrable Shares Securities current at the time of receipt of such noticeSuspension Notice. In the event the Company Registrant shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) Section 2.3 hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement Holder shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Registrant shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Teletouch Communications Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.4(a)(5)(iii) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectusprospectus (the “Suspension Period”), and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.4(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. Each Holder agrees, other than as required by applicable law, to keep confidential the existence of any Suspension Notice and, if disclosed to the Holders, the facts and circumstances giving rise thereto.

Appears in 1 contract

Samples: Registration Rights Agreement (Skyterra Communications Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.5(a)(v)(C) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.5(a)(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Nortek Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening occurrence of any event of the kind described in Section 2.5(vi)(C2.4(f), Section 2.4(n) or Section 2.4(s) such Holder will forthwith discontinue disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if Prospectus. The Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall keep the existence and contents of any such Suspension Notice confidential.

Appears in 1 contract

Samples: Registration Rights Agreement (Gulfport Energy Corp)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C3.5(v)(C) such Holder will forthwith discontinue disposition of Registrable Shares Securities pursuant to a registration statement until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 3.5(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Stockholders' Agreement (Johns Manville Corp /New/)

Suspension of Dispositions. Each Holder The Shareholder agrees by acquisition of any Registrable Shares that, that upon receipt of any notice (a “Suspension Notice”"SUSPENSION NOTICE") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) such Holder 2.04(e)(iii), the Shareholder will forthwith discontinue disposition of Registrable Polan Shares that have been registered under this Article 2 until such Holder’s the Shareholder's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”"ADVICE") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder the Shareholder will deliver to the Company all copies, other than permanent file copies then in such Holder’s the Shareholder's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such noticeSuspension Notice. In the event the Company shall give any such noticeSuspension Notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.04(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Adatom Com Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company Trust of the happening of any event of the kind described in Section 2.5(vi)(C2.4(f)(iii) or Section 2.4(u) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company Trust that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the CompanyTrust, such Holder will deliver to the Company Trust all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company Trust shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii2.4(b) and 2.5(iii2.4(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company Trust shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (CapitalSource Healthcare REIT)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) 3.4(v)(C), such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 3.4(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.. 3.6

Appears in 1 contract

Samples: Stock Purchase Agreement (Coho Energy Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.6 2.5(e)(iii) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iiiSection 2.5(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Geokinetics Inc)

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a Suspension NoticeNotice ”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C2.6(vi) (C), such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice“ Advice ”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such noticenotice (any such period during which disposition of Registrable Securities is suspended, a “ Suspension Period ”). In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth referred to in Sections 2.5(iiSection 2.6(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Appears in 1 contract

Samples: Registration Rights Agreement

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(vi)(C) ), such Holder will forthwith discontinue disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(ii) and 2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable, using its reasonable best efforts to do so within ten (10) business days of delivery of a Suspension Notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Baker Hughes a GE Co)

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