Suspension of Registration Requirement. (a) The Company shall promptly notify each Holder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment.
Suspension of Registration Requirement. (a) The Company shall promptly notify each Holder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement with respect to such Holder's Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement at the earliest possible moment.
Suspension of Registration Requirement. (a) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation to use its best efforts to cause a registration statement and any filings with any state securities authorities to become effective or to amend or supplement any such registration statement or filings shall be suspended during such period as circumstances exist (including, without limitation, pending negotiations relating to, or the consummation of, any transaction) which (i) would require additional disclosure of material information by the Company in such registration statement or filing which the Company has a bona fide business purpose for not disclosing in such registration statement or (ii) render the Company unable to comply with SEC requirements (any such circumstances hereinafter referred to as a "Suspension Event"); PROVIDED that any suspension as a result of a Suspension Event shall occur on not more than one occasion during any 365-day period and shall continue only for so long as such event or its effect is continuing and in no event shall any such suspension continue for more than 120 days. To the extent that any such suspension occurs during a period in which a registration statement has been filed pursuant hereto and remains effective, the time during which the Company shall be required to maintain the effectiveness of such registration statement shall be extended for the number of days during which such suspension continued.
Suspension of Registration Requirement. Restriction on Sales..17 10. Black-Out Period..............................................18 11.
Suspension of Registration Requirement. (a) Immediately prior to any anticipated sale of the Shares subject to the Registration Statement, the Shareholder shall notify PGFC in writing of the anticipated sale of the Shares. The Shareholder agrees that he will not effect any sales of Shares pursuant to the Registration Statement after the Shareholder has received notice from PGFC to suspend sales as a result of the occurrence or existence of any Suspension Event (as defined in section 6(b) below) until PGFC provides written notice to the Shareholder that all Suspension Events have ceased to exist. The Shareholder agrees that he will not effect any sales of Shares pursuant to the Registration Statement after the Shareholder has received notice from PGFC to suspend sales because the Registration Statement, any Prospectus or any supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, until PGFC notifies the Shareholder that the misstatement or omission has been corrected. PGFC agrees that the period of time during which the Registration Statement must be kept effective pursuant to clause (i) of Section 2(a) shall be extended by a period which is not less than the aggregate number of days during which any Suspension Event is in effect.
Suspension of Registration Requirement. The Company shall promptly notify each Shareholder of, and confirm in writing, the issuance by the SEC of any stop order
Suspension of Registration Requirement. Restriction on Sales 9 9. Black-Out Period 10 10. Additional Shares 10 11. Contribution 10 12. No Other Obligation to Register 11 13. Amendments and Waivers 11 14. Notices 11 15. Successors and Assigns 12 16. Counterparts 12 17. Governing Law 12 18. Severability 12 19. Entire Agreement 12 RIGHTS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT ------------------------------------------------ This Registration Rights and Lock-Up Agreement (this "Agreement") is entered into as of May 28, 1998, by and among Boston Properties, Inc., a Delaware corporation (the "Company"), and certain limited partners of Boston Properties Limited Partnership, a Delaware limited partnership, who have executed a signature page to this Agreement (each a "Holder" and, collectively, the "Holders").
Suspension of Registration Requirement. (a) Each Holder agrees that he, she or it will not effect any sales of Shares pursuant to a Registration Statement after such Holder has received notice from the Company to suspend sales as a result of the occurrence or existence of any Suspension Event (as defined in Section 6(b) below) until the Company provides notice to such Holder that all Suspension Events have ceased to exist. In addition, each Holder agrees that he, she or it will not effect any sales of Shares pursuant to the Registration Statement after such Holder has received notice from the Company to suspend sales because (i) the Registration Statement, any Prospectus or any supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) the Company has filed a post-effective amendment to the Registration Statement that has not been declared effective, until the Company notifies such Holder that the misstatement or omission has been corrected or the post-effective amendment has been declared effective, as the case may be.
Suspension of Registration Requirement. Restriction on Sales. 9
Suspension of Registration Requirement. (a) Each Holder shall not effect any sales of Shares pursuant to the Registration Statement after such Holder has received notice from the Company to suspend sales as a result of the occurrence or existence of any Suspension Event (as defined in Section 6(b) below) until the Company provides notice to such Holder that all Suspension Events have ceased to exist. In addition, each Holder shall not effect any sales of Shares pursuant to the Registration Statement after such Holder has received notice from the Company to suspend sales because the Registration Statement, any Prospectus or any supplement thereto contains an untrue statement of
