Suspension. Anything contained in this Agreement to the contrary notwithstanding, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.
Appears in 4 contracts
Samples: Registration Rights Agreement (XP Control LLC), Registration Rights Agreement (XP Inc.), Registration Rights Agreement (Itausa S.A.)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Company may by notice in writing shall be entitled to each Holder of Registrable Shares suspend its obligation to which file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus relatesincluded in the Shelf Registration Statement, delaymake any other filing with the Commission, for up cause the Shelf Registration Statement or other filing with the Commission to 60 days remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the “Delay/Suspension Period”), issuance by the filing or Commission of a stop order suspending the effectiveness of any the Shelf Registration Statement filed (or the initiation of proceedings with respect to be filed) the Shelf Registration Statement under Section 28(d) or 8(e) of the Securities Act, 3 or 4 or require such Holder to suspend, for up to (B) the Delay/Suspension Period the use occurrence of any Prospectus included in event or the existence of any fact as a result of which the Shelf Registration Statement filed under Sections 2, 3 would or 4 if at the time shall contain any untrue statement of such delay a material fact or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure omit to state any material fact required to be included stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in such Registration Statement could be materially detrimental to the Company light of the circumstances under which they were made, not misleading or its then current business plans; (cC) the Company reasonably believes that effecting the Registration occurrence or shelf takedownexistence of any corporate development that, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests good faith determination of the Board of Directors of the Company; provided, howevermakes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), that: (iB) the Company may not invoke this right more than three times in any 18 month period; and or (iiC) above, the Company shall not register any securities for its own account or that of any other security holder during any such Delay/give prompt notice (a “Suspension Period. The period during which such registration must remain effective shall be extended by a period equal Notice”) thereof to the Delay/Suspension PeriodHolders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to the preceding paragraph for one or more periods (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10each, a “Material Transaction” shall mean a transaction that exceeds twenty percent Suspension Period”) not to exceed, in the aggregate, (20%x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the obligations of the Company’s gross revenue for Company to pay Additional Interest under the last twelve circumstances set forth in Section 5 hereof, if applicable. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (121) months and the date on which the Company and/or its Controlled Companies gives the Holders a notice that the Suspension Period has terminated and (as defined 2) the date on which the number of days during which a Suspension Period has been in effect exceeds, in the Shareholders Agreementaggregate, (x) enter into an association agreement with other companies, merger, spinforty-off, consolidation, acquisition, partnership, profit-sharing agreements, five (45) days in any three month period or the sale of assets by the Company or by the Controlled Companies(y) ninety (90) days in any twelve month period.
Appears in 4 contracts
Samples: Registration Rights Agreement (Radiation Therapy Services Holdings, Inc.), Registration Rights Agreement (Radiation Therapy Services Holdings, Inc.), Registration Rights Agreement (Radiation Therapy Services Holdings, Inc.)
Suspension. Anything contained 3.1. Subject to Section 3.2 below, in this Agreement the event: (i) of any request by the SEC or any other federal or state governmental authority, during the Effectiveness Period, for amendments or supplements to the contrary notwithstanding, Registration Statement or related Prospectus or for additional information so that the Company may Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or otherwise fail to comply with the applicable rules and regulations of the federal securities laws; (ii) of the issuance by notice in writing to each Holder the SEC or any other federal or state governmental authority of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or any stop order suspending the effectiveness of any the Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filediii) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Securities for sale in a Registration Statement filed under Sections 2any jurisdiction or the initiation of any proceeding for such purpose, 3 or 4 if at provided that, considering the time advice of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) counsel, the Company reasonably believes that effecting it must qualify in such jurisdiction; (iv) of any event or circumstance that, considering the advice of counsel, the Company reasonably believes necessitates the making of any changes in the Registration Statement or shelf takedownrelated prospectus, as applicableor any document incorporated or deemed to be incorporated therein by reference, would materially so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and adversely affect an ongoing plan by that in the Company case of a related Prospectus, it will not contain any untrue statement of a material fact or any omission to engage state a material fact required to be stated therein or necessary to make the statements therein, in (directly or indirectly through any the light of its Subsidiaries) a Material Transactionthe circumstances under which they were made, not misleading; or (dv) that the Company is reasonably believes, considering the advice of counsel, that the Company may, in possession the absence of material non-public information a suspension described hereunder, be required under state or federal securities laws to disclose any corporate development, the disclosure of which during could reasonably be expected to have a material adverse effect upon the period specified in such notice Company, its stockholders, a potentially material transaction or event involving the Company, or any negotiations, discussions or proposals directly relating thereto; then the Company reasonably believes (as determined by shall, promptly following the Company’s board occurrence of directors) would not be in the best interests any of the Company; providedforegoing events, howeverdeliver a certificate in writing to the Investors (the “Suspension Notice”) to the effect of the foregoing (but in no event, that: (i) without the prior written consent of an Investor, shall the Company may not invoke this right more than three times in disclose to such Investor any 18 month period; and (iiof the facts or circumstances regarding any material nonpublic information) and, upon receipt of such Suspension Notice, the Company shall not register Investors will refrain from selling any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal Registrable Securities pursuant to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, (a “Material Transaction” shall mean Suspension”) until the Investors’ receipt of copies of a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months supplemented or amended prospectus prepared and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets filed by the Company or until the Investors are advised in writing by the Controlled CompaniesCompany that the current Prospectus may be used and the Investors have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus; provided that, in the case of a suspension due to (x) an event described in clause (i), (ii), or (iii) of this Section 3.1, the Suspensions shall not be for more than an aggregate of one hundred twenty (120) days in any 365 day period and (y) an event described in clause (iv) or (v) of this Section 3.1, the Suspensions shall not be for more than an aggregate of forty-five (45) days in any 365 day period.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Pacific Mercantile Bancorp), Registration Rights Agreement (Pacific Mercantile Bancorp), Registration Rights Agreement (Pacific Mercantile Bancorp)
Suspension. Anything Notwithstanding anything to the contrary contained in this Agreement Article II, but subject to the contrary notwithstandinglimitations set forth in this Section 2.5, the Company may shall be entitled to suspend its obligation to (a) file or submit (but not to prepare) any Registration Statement in connection with any Demand Registration or Shelf Registration, (b) file or submit any amendment to such a Registration Statement, (c) file, submit or furnish any supplement or amendment to a prospectus included in such a Registration Statement, (d) make any other filing with the SEC, (e) cause such a Registration Statement or other filing with the SEC to become or remain effective or (f) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) (A) upon (i) the issuance by notice in writing to each Holder the SEC of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or stop order suspending the effectiveness of any such Registration Statement filed (or the initiation of proceedings with respect to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2Section 8(d) or 8(e) of the Securities Act, 3 or 4 if at the time of such delay or suspension: (aii) the Company is engaged Board of Directors’ determination, in a Material Transaction; (b) the Company’s board of directors determines its good faith judgment, that the disclosure required to be included in any such Registration Statement could Action should not be taken because it would reasonably be expected to materially detrimental to interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or , (diii) the Company is in possession of possessing material non-public information the disclosure of which during the period specified Board of Directors determines, in such notice the Company its good faith judgment, would reasonably believes (as determined by the Company’s board of directors) would be expected to not be in the best interests of the Company or (B) to the extent necessary to ensure compliance with the Company; provided, however, that: ’s xxxxxxx xxxxxxx policy. Upon the occurrence of any of the conditions described in clause (i) the Company may not invoke this right more than three times in any 18 month period; and ), (ii) or (iii) above in connection with undertaking a Registration Action, the Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to clause (i), (ii) or (iii) above) (a “Suspension Notice”) to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to clause (ii) or (iii) above on two occasions during any period of 12 consecutive months for a reasonable time specified in the Suspension Notice but not exceeding an aggregate of 90 days (which period may not be extended or renewed) during such 12 consecutive month period (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Company gives the Holders a notice that the Suspension Period has terminated and (2) the date on which the number of days during which a Suspension Period has been in effect exceeds the 90-day limit during such 12 consecutive month period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.5, once the Suspension Period ends the Holders requesting such registration may request a new Demand Registration or Shelf Registration (and any such request for a Demand Registration shall not be counted as an additional Demand Registration for purposes of Section 2.1(a)). Notwithstanding anything to the contrary in this Article II, the Company shall not register be in breach of, or have failed to comply with, any securities obligation under this Article II where the Company acts or omits to take any action in order to comply with applicable Law, any SEC Guidance or any Order. Each Holder shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (a) for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal disclosure to the Delay/Suspension Period. The Company may Registration Participants or Holders, as applicable, and their employees, agents and professional advisers who reasonably need to know such information for purposes of assisting such Registration Participants or Holders with respect to its investment in the Common Stock and agree to keep it confidential, (but shall not be obligated tob) withdraw for disclosures to the effectiveness of any Registration Statement extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to this provision. For purposes of this Section 10confidentiality arrangements with such Holder, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%c) of if and to the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (d) as required by applicable Law (provided, that the Controlled CompaniesHolder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable Law), and (e) for disclosure to any other Holder who is subject to the foregoing confidentiality requirement.
Appears in 3 contracts
Samples: Investor Rights Agreement (Tpi Composites, Inc), Form of Investor Rights Agreement (Tpi Composites, Inc), Investor Rights Agreement (Tpi Composites, Inc)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, each of the Issuers shall be entitled to suspend its obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) the occurrence or existence of any corporate development that, in the discretion of the Company, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus or (D) information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to the Shelf Registration Statement or an amendment or supplement to such prospectus, in the reasonable opinion of counsel to the Initial Purchaser or the underwriter(s), if any, in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Upon the occurrence of any of the conditions described in clause (A), (B), (C) or (D) above, the Company shall give prompt notice (a “Suspension Notice”) thereof to the Holders of record. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders of record and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Issuers may by notice in writing only suspend Registration Actions pursuant to each Holder of Registrable Shares to which the preceding paragraph twice during any 365-day period (each, a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”)) not to exceed, in the filing or the effectiveness of aggregate, (x) sixty days in any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; three month period or (dy) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times ninety days in any 18 twelve month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period , during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies no Additional Interest (as defined in Section 5 hereof) shall be payable. Each Suspension Period shall be deemed to begin on the Shareholders Agreementdate the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by date on which the Company gives the Holders a notice that the Suspension Period has terminated and (2) the date on which the number of days during which a Suspension Period has been in effect exceeds, in the aggregate, (x) sixty days in any three month period or by the Controlled Companies(y) ninety days in any twelve month period.
Appears in 3 contracts
Samples: Registration Rights Agreement (Westmoreland Energy LLC), Registration Rights Agreement (WESTMORELAND COAL Co), Registration Rights Agreement (WESTMORELAND COAL Co)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, upon notice to the Investors, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, on one (1) occasion in any one hundred eighty (180) day period, the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of any registration statement for up to 60 sixty (60) days in the aggregate in any twelve (the 12)-month period (a “Delay/Suspension Period”), ) if the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, Board determines in good faith that there is a valid business purpose for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time suspension of such delay or suspension: registration statement; provided that (a) any suspension of a registration statement pursuant to Section 9 shall be treated as a Suspension Period for purposes of calculating the Company is engaged in a Material Transaction; maximum number of days of any Suspension Period under this Section 4, (b) the Company’s board of directors determines that the disclosure required Company shall be actively employing in good faith all reasonable best efforts to be included in launch such Registration Statement could be materially detrimental to the Company or its then current business plans; registered offering through such Suspension Period and (c) the Investors are afforded the opportunity to include the Registrable Securities offering in accordance with Section 6. The Company reasonably believes shall deliver to the Investors a certificate signed by an executive officer certifying that effecting such Suspension Period is for a valid business purpose determined by the Registration Board in good faith and such certificate shall contain a statement of the reasons for such Suspension Period and an approximation of the anticipated length of such Suspension Period (provided such notice shall not contain material, non-public information about the Company). If the Company defers any registration of Registrable Securities pursuant to Section 2 or shelf takedownin response to an Underwritten Offering Notice or requires the Investors to suspend any Underwritten Offering, the Investors shall be entitled to withdraw such demand for registration or Underwritten Offering Notice, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in if it does so, such notice the Company reasonably believes (as determined by the Company’s board of directors) would request shall not be in treated for any purpose as the best interests delivery of the Company; provided, however, that: an Underwritten Offering Notice pursuant to Section 3. The parties hereto agree and acknowledge that (i) none of the Company may not invoke this right more than three times in Investors or any 18 month period; of their respective Affiliates or transferees shall be restricted from trading or otherwise transferring any of the Registrable Securities with respect to which a registration statement is effective and (ii) nothing in any existing agreements or any other arrangements involving the Company shall not register and any securities for its own account of the Investors or that any of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective their respective Affiliates (contractual or otherwise) shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of construed as limiting any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for Investors’ or any of their respective Affiliates’ or transferees’ ability to trade or otherwise transfer any of the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement Registrable Securities with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiesrespect to which a registration statement is effective.
Appears in 3 contracts
Samples: Registration Rights Agreement (Act III Holdings LLC), Registration Rights Agreement (BJs RESTAURANTS INC), Registration Rights Agreement (BJs RESTAURANTS INC)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Company may by notice in writing Issuer shall be entitled to each Holder of Registrable Shares suspend its obligation to which file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus relatesincluded in the Shelf Registration Statement, delaymake any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the Issuer, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Issuer shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuer shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Issuer may only suspend Registration Actions pursuant to the preceding paragraph for up to 60 days one or more periods (the each, a “Delay/Suspension Period”)) not to exceed, in the filing aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the effectiveness obligations of any Registration Statement filed (or the Issuer to pay Additional Interest under the circumstances set forth in Section 5 hereof, if applicable. Each Suspension Period shall be filed) under Section 2, 3 or 4 or require such Holder deemed to suspend, for up begin on the date the relevant Suspension Notice is given to the Delay/Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuer gives the Holders a notice that the Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections has terminated and (2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged date on which the number of days during which a Suspension Period has been in a Material Transaction; effect exceeds, in the aggregate, (bx) the Company’s board of directors determines that the disclosure required to be included forty-five (45) days in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; three month period or (dy) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes ninety (as determined by the Company’s board of directors90) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times days in any 18 twelve month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.
Appears in 3 contracts
Samples: Registration Rights Agreement (Carrols Restaurant Group, Inc.), Registration Rights Agreement (Carrols Restaurant Group, Inc.), Registration Rights Agreement (Carrols Restaurant Group, Inc.)
Suspension. Anything Notwithstanding anything to the contrary contained in this Agreement Agreement, but subject to the contrary notwithstandinglimitations set forth in this Section 2(g), the Company may shall be entitled to suspend its obligation to (i) file or submit (but not to prepare) any Registration Statement, (ii) file or submit any amendment to such a Registration Statement, (iii) file, submit or furnish any supplement or amendment to a prospectus included in such a Registration Statement, (iv) make any other filing with the SEC, (v) cause such a Registration Statement or other filing with the SEC to become or remain effective or (vi) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) upon (1) the issuance by notice in writing to each Holder the SEC of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or stop order suspending the effectiveness of any such Registration Statement filed (or the initiation of proceedings with respect to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections Section 8(d) or 8(e) of the Securities Act, (2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) determination of the Company’s board of directors determines that the disclosure required to be included in any such Registration Statement could Action should not be taken because it would reasonably be expected to materially detrimental to interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its then current business plans; subsidiaries or (c3) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of possessing material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s its board of directors) directors determines would reasonably be expected to not be in the best interests of the Company; provided. Upon the occurrence of any of the conditions described in clause (1), however(2) or (3) above in connection with undertaking a Registration Action, that: the Company shall give prompt notice of such suspension (iand whether such action is being taken pursuant to clause (1), (2) or (3) above) (a “Suspension Notice”) to the Investors. Upon the termination of such condition, the Company shall give prompt notice thereof to the Investors and shall promptly proceed with all Registration Actions that were suspended pursuant to this Section 2(g). The Company may only suspend Registration Actions pursuant to clause (2) or (3) above on three occasions during any period of 12 consecutive months for a reasonable time specified in the Suspension Notice but not exceeding an aggregate of 90 days (which period may not be extended or renewed) during such 12 consecutive month period (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Investors and shall be deemed to end on the earlier to occur of (x) the date on which the Company may not invoke this right more than three times in any 18 month period; gives the Investors a notice that the Suspension Period has terminated and (iiy) the date on which the number of days during which a Suspension Period has been in effect exceeds the 90-day limit. Notwithstanding anything to the contrary in this Agreement, the Company shall not register be in breach of, or have failed to comply with, any securities obligation under this Agreement where the Company acts or omits to take any action in order to comply with applicable Law, any SEC Guidance or any Order. Each Investor shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (a) for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal disclosure to the Delay/Suspension Period. The Company may Investors and any underwriters or counterparties in Alternative Transactions, and their employees, agents and professional advisers who reasonably need to know such information, (but shall not be obligated tob) withdraw for disclosures to the effectiveness of any Registration Statement extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to this provision. For purposes of this Section 10confidentiality arrangements with such Investor, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%c) of if and to the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets extent such matters are publicly disclosed by the Company or any of its subsidiaries or any other Person that, to the actual knowledge of such Investor, was not subject to an obligation or duty of confidentiality to the Company or any of its subsidiaries, (d) as required by applicable Law (provided, that the Controlled CompaniesInvestor gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable Law), and (e) for disclosure to any other Investor who is subject to the foregoing confidentiality requirement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Total Plastics, Inc.), Registration Rights Agreement (A. M. Castle & Co.), Registration Rights Agreement (Castle a M & Co)
Suspension. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event (i) of any non-voluntary demand on the Company may by notice in writing the SEC or any other federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to each Holder a Registration Statement or related prospectus or for additional information; (ii) of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), issuance by the filing SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any a Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filediii) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which requires to comply with applicable law the making of any changes in a Registration Statement filed under Sections 2or related prospectus, 3 or 4 if at any document incorporated or deemed to be incorporated therein by reference, so that, in the time case of such delay a Registration Statement, it will not contain any untrue statement of a material fact or suspension: (a) the Company is engaged in any omission to state a Material Transaction; (b) the Company’s board of directors determines that the disclosure material fact required to be included stated therein or necessary to make the statements therein not misleading, and that in such the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall furnish to the selling Holders a certificate signed by the President or Chief Executive Officer of the Company setting forth in detail the facts relating to one or more of the above described circumstances, and the right of the selling Holders to use a Registration Statement could (and the prospectus relating thereto) shall be materially detrimental to suspended for a period (the Company or its then current business plans; “Suspension Period”) of not more than ten (c10) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan days after delivery by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) certificate referred to above in this Section 12. During the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective , none of the Holders shall be extended by offer or sell any Registrable Securities pursuant to or in reliance upon a period equal to Registration Statement (or the Delay/Suspension Periodprospectus relating thereto). The Company may (but shall not be obligated to) withdraw the effectiveness of use its best efforts to terminate any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (Suspension Period as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiespromptly as practicable.
Appears in 3 contracts
Samples: Registration Rights Agreement (Manhattan Pharmaceuticals Inc), Registration Rights Agreement (NYTEX Energy Holdings, Inc.), Registration Rights Agreement (Manhattan Pharmaceuticals Inc)
Suspension. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the Company may event (i) of any request by notice in writing the SEC or any other federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to each Holder a Registration Statement or related prospectus or for additional information; (ii) of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), issuance by the filing SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any a Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filediii) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; (iv) of any event or circumstance which necessitates the making of any changes in a Registration Statement filed under Sections 2or related prospectus, 3 or 4 if at any document incorporated or deemed to be incorporated therein by reference, so that, in the time case of such delay a Registration Statement, it will not contain any untrue statement of a material fact or suspension: (a) the Company is engaged in any omission to state a Material Transaction; (b) the Company’s board of directors determines that the disclosure material fact required to be included stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Board has made the good faith determination (A) that continued use by the selling Investors of a Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in a Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (B) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (C) that it is therefore essential to suspend the use by the Investors of such Registration Statement could be materially detrimental (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the Company shall furnish to the Company selling Investors a certificate signed by the President or its then current business plans; (c) Chief Executive Officer of the Company reasonably believes that effecting setting forth one or more of the above described circumstances, and the right of the selling Investors to use a Registration or shelf takedown, as applicable, would materially Statement (and adversely affect an ongoing plan the prospectus relating thereto) shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Companycertificate referred to above in this Section 11; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) provided that the Company shall not register any securities for its own account or that of any other security holder be entitled to no more than two such Suspension Periods during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months month period commencing on the Final Closing and during each subsequent twelve (12) month period until the Company and/or its Controlled Companies Mandatory Registration Termination Date (as defined including any extension thereto). During the Suspension Period, none of the Investors shall offer or sell any Registrable Securities pursuant to or in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, reliance upon a Registration Statement (or the sale prospectus relating thereto) and each of assets by the Investors shall keep the fact of the above described certificate and its contents confidential. The Company or by the Controlled Companiesshall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.
Appears in 3 contracts
Samples: Form of Registration Rights Agreement (Beacon Enterprise Solutions Group Inc), Registration Rights Agreement (Global Energy Inc), Registration Rights Agreement (Beacon Enterprise Solutions Group Inc)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or at any time after the effectiveness of the Shelf Registration Statement, the Issuers shall be entitled to suspend their obligation to file any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up amendment to the Delay/Suspension Period the use of Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement filed under Sections 2or other filing with the Commission to remain effective or take any similar action (collectively, 3 or 4 if at the time of such delay or suspension: “Registration Actions”) upon (aA) the Company is engaged in issuance by the Commission of a Material Transaction; stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (bB) the Company’s board occurrence of directors determines that any event or the disclosure existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary to make the statements therein, in such Registration Statement could be materially detrimental the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any corporate development that, in the reasonable judgment of the Issuers, would have a material adverse effect on the business or operations of the Issuers or their respective subsidiaries. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Issuers shall give prompt notice (a “Suspension Notice”) thereof to the Company or its then current business plans; (c) Holders. Upon the Company reasonably believes that effecting termination of such condition, the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such Issuers shall give prompt notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal thereof to the Delay/Suspension Period. The Company may (but Holders and shall not be obligated to) withdraw the effectiveness of any as promptly as practicable proceed with all Registration Statement subject Actions that were suspended pursuant to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiesparagraph.
Appears in 3 contracts
Samples: Registration Rights Agreement (Susser Holdings CORP), Registration Rights Agreement (Susser Holdings CORP), Registration Rights Agreement (Susser Holdings CORP)
Suspension. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event (i) of any non-voluntary demand on the Company may by notice in writing the SEC during the period of effectiveness of any Registration Statement for amendments or supplements to each Holder any Registration Statement or related prospectus or for additional information; (ii) of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), issuance by the filing or SEC of any stop order suspending the effectiveness of any Registration Statement filed or the initiation of any proceedings for that purpose; or (iii) of any event or circumstance which requires in order to comply with applicable law the making of any changes in any Registration Statement or related prospectus, or any document incorporated or deemed to be filed) under Section 2incorporated therein by reference, 3 or 4 or require such Holder to suspendso that, for up to in the Delay/Suspension Period the use case of any Prospectus included in Registration Statement, it will not contain any untrue statement of a Registration Statement filed under Sections 2, 3 material fact or 4 if at the time of such delay or suspension: (a) the Company is engaged in any omission to state a Material Transaction; (b) the Company’s board of directors determines that the disclosure material fact required to be included stated therein or necessary to make the statements therein not misleading, and that in such Registration Statement could the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be materially detrimental stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (based upon the written legal opinion of legal counsel to the Company or its and provided to counsel to the Holders), then current business plans; (c) the Company reasonably believes that effecting shall furnish to the selling Holders a certificate signed by the President or Chief Executive Officer of the Company setting forth in detail the facts relating to one or more of the above described circumstances, and the right of the selling Holders to use any Registration or shelf takedown, as applicable, would materially Statement (and adversely affect an ongoing plan the prospectus relating thereto) shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) certificate referred to above in this Section 8. During the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective , none of the Holders shall be extended by a period equal offer or sell any Registrable Securities pursuant to or in reliance upon any Registration Statement (or the Delay/Suspension Periodprospectus relating thereto). The Company may (but shall not be obligated to) withdraw the effectiveness of use its best efforts to terminate any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (Suspension Period as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiespromptly as practicable.
Appears in 3 contracts
Samples: Registration Rights Agreement (CorMedix Inc.), Registration Rights Agreement (CorMedix Inc.), Registration Rights Agreement (CorMedix Inc.)
Suspension. Anything contained 10.1 Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the Company may event (i) of any request by notice in writing the SEC or any other federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to each Holder a Registration Statement or related prospectus or for additional information; (ii) of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), issuance by the filing SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any a Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filediii) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; (iv) of any event or circumstance which necessitates the making of any changes in a Registration Statement filed under Sections 2or related prospectus, 3 or 4 if at any document incorporated or deemed to be incorporated therein by reference, so that, in the time case of such delay a Registration Statement, it will not contain any untrue statement of a material fact or suspension: (a) the Company is engaged in any omission to state a Material Transaction; (b) the Company’s board of directors determines that the disclosure material fact required to be included stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Board has made the good faith determination (A) that continued use by the selling Holders of a Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in a Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (B) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (C) that it is therefore essential to suspend the use by the Holders of such Registration Statement could be materially detrimental (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the Company shall furnish to the Company selling Holders a certificate signed by the President or its then current business plans; (c) Chief Executive Officer of the Company reasonably believes that effecting setting forth one or more of the above described circumstances, and the right of the selling Holders to use a Registration or shelf takedown, as applicable, would materially Statement (and adversely affect an ongoing plan the prospectus relating thereto) shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Companycertificate referred to above in this Section 10; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) provided that the Company shall not register any securities for its own account or that of any other security holder be entitled to no more than two such Suspension Periods during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months month period commencing on the Closing and during each subsequent twelve (12) month period until the Company and/or its Controlled Companies Mandatory Registration Termination Date (as defined including any extension thereto). During the Suspension Period, none of the Holders shall offer or sell any Registrable Securities pursuant to or in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, reliance upon a Registration Statement (or the sale prospectus relating thereto) and each of assets by the Holders shall keep the fact of the above described certificate and its contents confidential. The Company or by the Controlled Companies.shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable. - 13 -
Appears in 2 contracts
Samples: Registration Rights Agreement (Kunekt Corp), Registration Rights Agreement (Ya Zhu Silk, Inc.)
Suspension. Anything contained (a) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to cause a Shelf Registration Statement and any filings with any state securities commission to become effective or to amend or supplement a Shelf Registration Statement shall be suspended, for one or more periods not to exceed the contrary notwithstandingperiod described in paragraph (c) below, in the event and during such period as unforeseen circumstances exist (including, without limitation, pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that (i) would require additional disclosure of material information by the Company may by notice in writing the Shelf Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or (ii) which renders the Company unable to comply with SEC requirements) (any such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it, in the Company's reasonable opinion, impractical or unadvisable to cause the Shelf Registration Statement or such filings to become effective or to amend or supplement the Shelf Registration Statement. The Company shall promptly notify the Holders of the existence of any such Suspension Event. (b) In the case of a Shelf Registration Statement, each Holder of Registrable Shares to which a Prospectus relatesSecurities agrees that, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness upon receipt of any notice from the Company of the happening of any Suspension Event or event of the kind described in Section 3(f)(iii) or 3(f)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Shelf Registration Statement filed (until such Holder's receipt of further notice from the Company of the termination of such suspension and copies of the supplemented or to be filedamended Prospectus contemplated by Section 3(j) under Section 2hereof. If so directed by the Company, 3 or 4 or require such Holder to suspend, for up will deliver to the Delay/Suspension Period Company all copies in its possession, other than permanent file copies then in such Holder's possession, of the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if covering such Registrable Securities that is current at the time of receipt of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; suspension notice. (c) If the Company reasonably believes that effecting shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Shelf Registration or shelf takedownStatement, as applicable, would materially and adversely affect an ongoing plan the Company shall extend the period during which the Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the Company to engage in (directly or indirectly through any number of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which days during the period specified in from and including the date of the giving of such notice to and including the Company reasonably believes (as determined by date when the Company’s board of directors) would not be in the best interests Holders shall have received copies of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account supplemented or that of any other security holder during any amended Prospectus necessary to resume such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Perioddispositions. The Company may (but give any such notice only once during any 365-day period and any such suspensions shall not exceed 30 days in the aggregate and there shall not be obligated to) withdraw the effectiveness of more than one suspension in effect during any Registration Statement subject to this provision365-day period. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies5.
Appears in 2 contracts
Samples: Registration Rights Agreement (Gables Realty Limited Partnership), Registration Rights Agreement (Gables Realty Limited Partnership)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, upon notice to the Investors, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, on one (1) occasion in any one hundred eighty (180) day period, the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of any registration statement for up to 60 sixty (60) days in the aggregate in any twelve (the 12)-month period (a “Delay/Suspension Period”), ) if the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, Board determines in good faith that there is a valid business purpose for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time suspension of such delay or suspension: registration statement; provided that (a) any suspension of a registration statement pursuant to Section 9 shall be treated as a Suspension Period for purposes of calculating the Company is engaged in a Material Transaction; maximum number of days of any Suspension Period under this Section 4, (b) the Company’s board of directors determines that the disclosure required Company shall be actively employing in good faith all reasonable best efforts to be included in launch a registered offering pursuant to this Agreement through such Registration Statement could be materially detrimental to the Company or its then current business plans; Suspension Period and (c) the Investors are afforded the opportunity to include the Registrable Securities in a registered offering in accordance with Section 6. The Company reasonably believes shall deliver to the Investors a certificate signed by an executive officer certifying that effecting such Suspension Period is for a valid business purpose determined by the Registration Board in good faith and such certificate shall contain a statement of the reasons for such Suspension Period and an approximation of the anticipated length of such Suspension Period (provided such notice shall not contain material, non-public information about the Company). If the Company defers any registration of Registrable Securities pursuant to Section 2 or shelf takedownin response to an Underwritten Offering Notice or requires the Investors to suspend any Underwritten Offering, the Investors shall be entitled to withdraw such demand for registration or Underwritten Offering Notice, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in if it does so, such notice the Company reasonably believes (as determined by the Company’s board of directors) would request shall not be in treated for any purpose as the best interests delivery of the Company; provided, however, that: an Underwritten Offering Notice pursuant to Section 3. The parties hereto agree and acknowledge that (i) none of the Company may not invoke this right more than three times in Investors or any 18 month period; of their respective Affiliates or transferees shall be restricted from trading or otherwise transferring any of the Registrable Securities with respect to which a registration statement is effective and (ii) nothing in any existing agreements or any other arrangements involving the Company shall not register and any securities for its own account of the Investors or that any of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective their respective Affiliates (contractual or otherwise) shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of construed as limiting any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for Investors’ or any of their respective Affiliates’ or transferees’ ability to trade or otherwise transfer any of the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement Registrable Securities with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiesrespect to which a registration statement is effective.
Appears in 2 contracts
Samples: Registration Rights Agreement (Par Technology Corp), Registration Rights Agreement (Par Technology Corp)
Suspension. Anything contained in (a) Notwithstanding any of the other provisions of this Agreement Agreement, but subject to the contrary notwithstandingSection 9(b) hereof, the Company may by notice in writing shall have the right on one or more occasions to each Holder delay the filing, amendment or effectiveness of Registrable Shares a Shelf Registration Statement or, if the Shelf Registration Statement has become effective, to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or suspend the effectiveness of any such Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to in the Delay/Suspension Period event that the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors of the Company determines in its reasonable good faith judgment that (i) the disclosure required to be included in filing, declaration of effectiveness or continued effectiveness of such Shelf Registration Statement could be materially detrimental at such time would require the Company to disclose therein a proposed or consummated financing, reorganization or recapitalization, or pending or consummated negotiations relating to a merger, consolidation, acquisition or similar transaction or other business transaction, or other material event, which disclosure in the reasonable judgment of the Company, would adversely affect the Company or its then current business plans; (cii) pro forma and/or historical financial statements meeting the Company reasonably believes that effecting requirements of the Registration Securities Act as a result of any transaction described in clause (i) above are not available at such time. Any delay or shelf takedown, as applicable, would materially and adversely affect an ongoing plan suspension period pursuant to this Section 9(a) shall begin on the date specified in a written notice given by the Company to engage the Holders and shall end on the date specified in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) subsequent written notice given by the Company is in possession of material non-public information to the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) Holders. If the Company shall not register any securities for exercise its own account right to delay the filing, amendment or that effectiveness of any other security holder during any a Shelf Registration Statement pursuant to this Section 9(a), the period within which such Delay/Suspension Period. The period Shelf Registration Statement must be declared effective or during which the effectiveness of such registration Shelf Registration Statement must remain effective be maintained pursuant to this Agreement shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness number of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) days of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, delay or the sale of assets by the Company or by the Controlled Companiessuspension period.
Appears in 2 contracts
Samples: And Registration Rights Agreement (Cincinnati Bell Inc), Cincinnati Bell Inc
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Company may by notice in writing Issuers and the Guarantors shall be entitled to each Holder of Registrable Shares suspend their obligation to which file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus relatesincluded in the Shelf Registration Statement, delaymake any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the general partner of Parent, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Issuers shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuers shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Issuers may only suspend Registration Actions pursuant to the preceding paragraph for up to 60 days one or more periods (the each, a “Delay/Suspension Period”)) not to exceed, in the filing aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the effectiveness obligations of any Registration Statement filed (or the Issuers to pay Additional Interest under the circumstances set forth in Section 5 hereof, if applicable. Each Suspension Period shall be filed) under Section 2, 3 or 4 or require such Holder deemed to suspend, for up begin on the date the relevant Suspension Notice is given to the Delay/Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuers give the Holders a notice that the Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections has terminated and (2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged date on which the number of days during which a Suspension Period has been in a Material Transaction; effect exceeds, in the aggregate, (bx) the Company’s board of directors determines that the disclosure required to be included forty-five (45) days in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; three month period or (dy) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes ninety (as determined by the Company’s board of directors90) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times days in any 18 twelve month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.
Appears in 2 contracts
Samples: Registration Rights Agreement (Martin Midstream Partners Lp), Registration Rights Agreement (Alta Mesa Energy LLC)
Suspension. Anything If Excite shall determine pursuant to the good faith judgment of the Board of Directors of Excite, that it would be seriously detrimental to Excite and its shareholders for resales of Registrable Securities to be made pursuant to the Registration Statement, due to (A) the existence of a material development or potential material development with respect to or involving Excite which Excite would be obligated to disclose in the Prospectus contained in this Agreement to the contrary notwithstandingRegistration Statement, which disclosure would in the Company may by notice in writing to each Holder good faith judgment of Registrable Shares to which the Board of Directors of Excite be premature or otherwise inadvisable at such time and would have a Prospectus relatesmaterial adverse affect upon Excite and its shareholders, delay, for up to 60 days or (B) the “Delay/Suspension Period”), the filing or the effectiveness occurrence of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of event that makes any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included statement made in such Registration Statement could or related Prospectus or any document incorporated or deemed to be materially detrimental incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then Excite shall deliver a certificate in writing to the Company or its then current business plans; (c) Holders to the Company reasonably believes that effecting effect of the foregoing and, upon receipt of such certificate, the use of the Registration Statement and Prospectus will be deferred or shelf takedownsuspended and will not recommence until (1) such Holder's receipt from Excite of copies of the supplemented or amended Prospectus, or (2) such Holders are advised in writing by Excite that the Prospectus may be used. Excite will use its best efforts to ensure that the use of the Registration Statement and Prospectus may be resumed, as applicablesoon as practicable and, would materially and adversely affect an ongoing plan by in the Company case of a pending development or event referred to engage in (directly or indirectly through any A) above, as soon, in the judgment of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the Excite, as disclosure of which during the period specified in material information relating to such notice the Company reasonably believes (as determined by the Company’s board of directors) pending development would not be in have a materially adverse effect on Excite's ability to consummate the best interests of transaction, if any, to which such development relates. Notwithstanding the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account foregoing or that of any other security holder during any such Delay/Suspension Period. The provision of this Agreement, the period during which such registration must remain effective Excite shall be required to maintain the effectiveness of the Registration Statement shall be extended by a period equal to one (1) day for each full or partial day during which the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness use of any such Registration Statement subject to this provision. For purposes of or Prospectus is deferred or suspended by Excite in accordance with this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies1.2(b).
Appears in 2 contracts
Samples: Registration Rights Agreement (Excite Inc), Registration Rights Agreement (Excite Inc)
Suspension. Anything contained in (a)Notwithstanding any of the other provisions of this Agreement Agreement, but subject to the contrary notwithstandingSection 9(b) hereof, the Company may by notice in writing shall have the right on one or more occasions to each Holder delay the filing, amendment or effectiveness of Registrable Shares a Shelf Registration Statement or, if the Shelf Registration Statement has become effective, to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or suspend the effectiveness of any such Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to in the Delay/Suspension Period event that the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors of the Company determines in its reasonable good faith judgment that (i) the disclosure required to be included in filing, declaration of effectiveness or continued effectiveness of such Shelf Registration Statement could be materially detrimental at such time would require the Company to disclose therein a proposed or consummated financing, reorganization or recapitalization, or pending or consummated negotiations relating to a merger, consolidation, acquisition or similar transaction or other business transaction, or other material event, which disclosure in the reasonable judgment of the Company, would adversely affect the Company or its then current business plans; (cii) pro forma and/or historical financial statements meeting the Company reasonably believes that effecting requirements of the Registration Securities Act as a result of any transaction described in clause (i) above are not available at such time. Any delay or shelf takedown, as applicable, would materially and adversely affect an ongoing plan suspension period pursuant to this Section 9(a) shall begin on the date specified in a written notice given by the Company to engage the Holders and shall end on the date specified in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) subsequent written notice given by the Company is in possession of material non-public information to the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) Holders. If the Company shall not register any securities for exercise its own account right to delay the filing, amendment or that effectiveness of any other security holder during any a Shelf Registration Statement pursuant to this Section 9(a), the period within which such Delay/Suspension Period. The period Shelf Registration Statement must be declared effective or during which the effectiveness of such registration Shelf Registration Statement must remain effective be maintained pursuant to this Agreement shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness number of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) days of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, delay or the sale of assets by the Company or by the Controlled Companiessuspension period.
Appears in 2 contracts
Samples: Exchange and Registration Rights Agreement (Cincinnati Bell Inc), Exchange and Registration Rights Agreement (Cincinnati Bell Inc)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Company may by notice in writing shall be entitled to each Holder of Registrable Shares suspend its obligation to which file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus relatesincluded in the Shelf Registration Statement, delaymake any other filing with the Commission, for up cause the Shelf Registration Statement or other filing with the Commission to 60 days remain effective or take any similar action (collectively, "Registration Actions") upon (A) the “Delay/Suspension Period”), issuance by the filing or Commission of a stop order suspending the effectiveness of any the Shelf Registration Statement filed (or the initiation of proceedings with respect to be filed) the Shelf Registration Statement under Section 28(d) or 8(e) of the Securities Act, 3 or 4 or require such Holder to suspend, for up to (B) the Delay/Suspension Period the use occurrence of any Prospectus included in event or the existence of any fact as a result of which the Shelf Registration Statement filed under Sections 2, 3 would or 4 if at the time shall contain any untrue statement of such delay a material fact or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure omit to state any material fact required to be included stated therein or necessary to make the statements therein, in such Registration Statement could be materially detrimental to the Company light of the circumstances under which they were made, not misleading or its then current business plans; (cC) the Company reasonably believes that effecting the Registration occurrence or shelf takedownexistence of any corporate development that, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests discretion of the Company; provided, howevermakes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), that: (iB) the Company may not invoke this right more than three times in any 18 month period; and or (iiC) above, the Company shall not register any securities for its own account or that of any other security holder during any such Delay/give prompt notice (a "Suspension Period. The period during which such registration must remain effective shall be extended by a period equal Notice") thereof to the Delay/Suspension PeriodHolders. The Upon the termination of such condition, the Company may (but shall not be obligated to) withdraw give prompt notice thereof to the effectiveness of any Holders and shall promptly proceed with all Registration Statement subject Actions that were suspended pursuant to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiesparagraph.
Appears in 2 contracts
Samples: Registration Rights Agreement (Claires Stores Inc), Registration Rights Agreement (Claires Stores Inc)
Suspension. Anything Notwithstanding anything to the contrary contained in this Agreement Agreement, but subject to the contrary notwithstandinglimitations set forth in this Section 2(i), the Company may shall be entitled to suspend its obligation to (i) file or submit (but not to prepare) any Registration Statement, (ii) file or submit any amendment to such a Registration Statement, (iii) file, submit or furnish any supplement or amendment to a prospectus included in such a Registration Statement, (iv) make any other filing with the SEC, (v) cause such a Registration Statement or other filing with the SEC to become or remain effective or (vi) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) upon (1) the issuance by notice in writing to each Holder the SEC of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or stop order suspending the effectiveness of any such Registration Statement filed (or the initiation of proceedings with respect to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections Section 8(d) or 8(e) of the Securities Act, (2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) determination of the Company’s board of directors determines that the disclosure required to be included in any such Registration Statement could Action should not be taken because it would reasonably be expected to materially detrimental to interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its then current business plans; subsidiaries or (c3) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of possessing material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s its board of directors) directors determines would reasonably be expected to not be in the best interests of the Company; provided. Upon the occurrence of any of the conditions described in clause (1), however(2) or (3) above in connection with undertaking a Registration Action, that: the Company shall give prompt notice of such suspension (iand whether such action is being taken pursuant to clause (1), (2) or (3) above) (a “Suspension Notice”) to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this Section 2(i). The Company may only suspend Registration Actions pursuant to clause (2) or (3) above on two occasions during any period of 12 consecutive months for a reasonable time specified in the Suspension Notice but not exceeding an aggregate of 60 days (which period may not be extended or renewed) during such 12 consecutive month period (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (x) the date on which the Company may not invoke this right more than three times in any 18 month period; gives the Holders a notice that the Suspension Period has terminated and (iiy) the date on which the number of days during which a Suspension Period has been in effect exceeds the 60-day limit. Notwithstanding anything to the contrary in this Agreement, the Company shall not register be in breach of, or have failed to comply with, any securities obligation under this Agreement where the Company acts or omits to take any action in order to comply with applicable Law, any SEC Guidance or any Order. Each Holder shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (a) for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal disclosure to the Delay/Suspension Period. The Company may Holders and any underwriters or counterparties in Alternative Transactions, and their employees, agents and professional advisers who reasonably need to know such information, (but shall not be obligated tob) withdraw for disclosures to the effectiveness of any Registration Statement extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to this provision. For purposes of this Section 10confidentiality arrangements with such Holder, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%c) of if and to the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets extent such matters are publicly disclosed by the Company or any of its subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company or any of its subsidiaries, (d) as required by applicable Law (provided, that the Controlled CompaniesHolder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable Law), and (e) for disclosure to any other Holder who is subject to the foregoing confidentiality requirement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Cazoo Group LTD), Registration Rights Agreement (Cazoo Group LTD)
Suspension. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event (i) of any non-voluntary demand on the Company may by notice in writing the SEC or any other federal or state governmental authority during the period of effectiveness of any Registration Statement for amendments or supplements to each Holder any Registration Statement or related prospectus or for additional information; (ii) of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), issuance by the filing SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement filed or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which requires in order to comply with applicable law the making of any changes in any Registration Statement or related prospectus, or any document incorporated or deemed to be filed) under Section 2incorporated therein by reference, 3 or 4 or require such Holder to suspendso that, for up to in the Delay/Suspension Period the use case of any Prospectus included in Registration Statement, it will not contain any untrue statement of a Registration Statement filed under Sections 2, 3 material fact or 4 if at the time of such delay or suspension: (a) the Company is engaged in any omission to state a Material Transaction; (b) the Company’s board of directors determines that the disclosure material fact required to be included stated therein or necessary to make the statements therein not misleading, and that in such the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall furnish to the selling Holders a certificate signed by the President or Chief Executive Officer of the Company setting forth in detail the facts relating to one or more of the above described circumstances, and the right of the selling Holders to use any Registration Statement could (and the prospectus relating thereto) shall be materially detrimental to suspended for a period (the Company or its then current business plans; “Suspension Period”) of not more than ten (c10) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan days after delivery by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) certificate referred to above in this Section 9. During the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective , none of the Holders shall be extended by a period equal offer or sell any Registrable Securities pursuant to or in reliance upon any Registration Statement (or the Delay/Suspension Periodprospectus relating thereto). The Company may (but shall not be obligated to) withdraw the effectiveness of use its best efforts to terminate any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (Suspension Period as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiespromptly as practicable.
Appears in 2 contracts
Samples: Registration Rights Agreement (SimplePons, Inc.), Registration Rights Agreement (Chanticleer Holdings, Inc.)
Suspension. Anything contained in this Agreement to the contrary notwithstanding, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental Subject to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially provisions of this Section 4 and adversely affect an ongoing plan a good faith determination by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company REIT that it is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; providedREIT to suspend the use of any Resale Registration Statement following the effectiveness of such Resale Registration Statement (and the filings with any U.S. federal or state securities commissions, howeveras necessary), thatthe REIT, by written notice to the Holders (a “Suspension Notice”), may direct the Holders to suspend sales of the Registrable Shares pursuant to such Resale Registration Statement for such times as the REIT reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period) if any of the following events occurs or will occur, as applicable: (i) an underwritten public offering of Class A Common Stock by the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities REIT for its own account if the REIT is advised by the managing underwriter or underwriters that the concurrent resale of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended the Registrable Shares by a period equal the Holders pursuant to the Delay/Suspension Period. The Company may Resale Registration Statement would have a material adverse effect on the REIT’s offering, (but ii) there is material non-public information regarding the REIT that (A) the REIT determines not to be in the REIT’s best interest to disclose, (B) would, in the good faith determination of the REIT, require any revision to the Resale Registration Statement so that it shall not contain any untrue statement of a material fact or omit to state any material fact required to be obligated tostated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) withdraw the effectiveness REIT is not otherwise required to disclose, or (iii) there is a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business), including any Registration Statement subject significant merger, consolidation, tender offer or other similar transaction) available to this provision. For purposes the REIT that the REIT determines not to be in the REIT’s best interests to disclose (each of this Section 10the events described in clauses (i)-(iii), a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled CompaniesSuspension Event”).
Appears in 2 contracts
Samples: Stockholders Agreement (Bluerock Residential Growth REIT, Inc.), Management Agreement (Bluerock Residential Growth REIT, Inc.)
Suspension. Anything contained (a) Subject to Section 3(b) below, in this Agreement the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the contrary notwithstandingRegistration Statement or related prospectus or for additional information so that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or otherwise fail to comply with the applicable rules and regulations of the federal securities laws; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, provided that, considering the advice of counsel, the Company may reasonably believes that it must qualify in such jurisdiction; (iv) of any event or circumstance that, considering the advice of counsel, the Company reasonably believes necessitates the making of any changes in the Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by notice reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of a related prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Company reasonably believes, considering the advice of counsel, that the Company may, in the absence of a suspension described hereunder, be required under state or federal securities laws to disclose any corporate development, the disclosure of which could reasonably be expected to have a material adverse effect upon the Company, its stockholders, a potentially material transaction or event involving the Company, or any negotiations, discussions or proposals directly relating thereto; then the Company shall deliver a certificate in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days Securities (the “Delay/Suspension PeriodNotice”)) to the effect of the foregoing (but in no event, without the prior written consent of an Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding any material nonpublic information) and, upon receipt of such Suspension Notice, the filing or Holder will refrain from selling any Registrable Securities pursuant to the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean Suspension”) until the Holder’s receipt of copies of a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months supplemented or amended prospectus prepared and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets filed by the Company or until the Holder is advised in writing by the Controlled CompaniesCompany that the current prospectus may be used and the Holder has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sunesis Pharmaceuticals Inc), Registration Rights Agreement (Sunesis Pharmaceuticals Inc)
Suspension. Anything contained in this Agreement to the contrary notwithstanding, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental Subject to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially provisions of this Section 4 and adversely affect an ongoing plan a good faith determination by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company Board that it is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; providedREIT to suspend the use of any Resale Registration Statement following the effectiveness of such Resale Registration Statement (and the filings with any U.S. federal or state securities commissions, howeveras necessary), thatthe REIT, by written notice to the Holders (a “Suspension Notice”), may direct the Holders to suspend sales of the Registrable Securities pursuant to such Resale Registration Statement for such times as the REIT reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period) if any of the following events occurs or will occur, as applicable: (i) an underwritten public offering of Common Stock (or other common shares of the Company may not invoke this right more than three times in any 18 month period; and (iiREIT) by the Company shall not register any securities REIT for its own account if the REIT is advised by the managing underwriter or underwriters that the concurrent resale of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended the Registrable Securities by a period equal the Holders pursuant to the Delay/Suspension Period. The Company may Resale Registration Statement would have a material adverse effect on the REIT’s offering, subject to Section 3 hereof, (but ii) there is material non-public information regarding the REIT that (A) the Board determines not to be in the REIT’s best interest to disclose, (B) would, in the good faith determination of the Board, require any revision to the Resale Registration Statement so that it shall not contain any untrue statement of a material fact or omit to state any material fact required to be obligated tostated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) withdraw the effectiveness REIT is not otherwise required to disclose or (iii) there is a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business), including any Registration Statement subject significant merger, consolidation, tender offer or other similar transaction) available to this provision. For purposes the REIT that the REIT determines not to be in the REIT’s best interests to disclose (each of this Section 10the events described in clauses (i)-(iii), a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled CompaniesSuspension Event”).
Appears in 2 contracts
Samples: Registration Rights Agreement (Parking REIT, Inc.), Registration Rights Agreement (Parking REIT, Inc.)
Suspension. Anything If Excite shall determine pursuant to the good faith judgment of the Board of Directors of Excite, that it would be seriously detrimental to Excite and its shareholders for resales of Registrable Securities to be made pursuant to the Registration Statement, due to (A) the existence of a material development or potential material development with respect to or involving Excite which Excite would be obligated to disclose in the Prospectus contained in this Agreement to the contrary notwithstandingRegistration Statement, which disclosure would in the Company may by notice in writing to each Holder good faith judgment of Registrable Shares to which the Board of Directors of Excite be premature or otherwise inadvisable at such time and would have a Prospectus relatesmaterial adverse affect upon Excite and its shareholders, delay, for up to 60 days or (B) the “Delay/Suspension Period”), the filing or the effectiveness occurrence of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of event that makes any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included statement made in such Registration Statement could or related Prospectus or any document incorporated or deemed to be materially detrimental incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then Excite shall deliver a certificate in writing to the Company or its then current business plans; (c) Holders to the Company reasonably believes that effecting effect of the foregoing and, upon receipt of such certificate, the use of the Registration Statement and Prospectus will be deferred or shelf takedown, as applicable, would materially suspended and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.will not
Appears in 2 contracts
Samples: Registration Rights Agreement (Excite Inc), Registration Rights Agreement (Excite Inc)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, each of the Issuers shall be entitled to suspend its obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any corporate development that, in the discretion of the Company, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Company shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Issuers may by notice in writing only suspend Registration Actions pursuant to each Holder of Registrable Shares to which the preceding paragraph for one or more periods (each, a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”)) not to exceed, in the filing or the effectiveness of aggregate, (x) sixty days in any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; three month period or (dy) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times ninety days in any 18 twelve month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period , during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies no Liquidated Damages (as defined in Section 5) shall be payable. Each Suspension Period shall be deemed to begin on the Shareholders Agreementdate the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by date on which the Company gives the Holders a notice that the Suspension Period has terminated and (2) the date on which the number of days during which a Suspension Period has been in effect exceeds, in the aggregate, (x) sixty days in any three month period or by the Controlled Companies(y) ninety days in any twelve month period.
Appears in 2 contracts
Samples: Registration Rights Agreement (Duane Reade Holdings Inc), Registration Rights Agreement (Duane Reade)
Suspension. Anything contained (a) Subject to Section 3(b) below, in this Agreement the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of any Registration Statement for amendments or supplements to such Registration Statement or related prospectus or for additional information so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or otherwise fail to comply with the applicable rules and regulations of the federal securities laws; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the contrary notwithstandingsuspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, provided that, considering the advice of counsel, the Company may reasonably believes that it must qualify in such jurisdiction; (iv) of any event or circumstance that, considering the advice of counsel, the Company reasonably believes necessitates the making of any changes in such Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by notice reference, so that, in the case of such Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of a related prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Company reasonably believes, considering the advice of counsel, that the Company may, in the absence of a suspension described hereunder, be required under state or federal securities laws to disclose any corporate development, the disclosure of which could reasonably be expected to have a material adverse effect upon the Company, its shareholders, a potentially material transaction or event involving the Company, or any negotiations, discussions or proposals directly relating thereto; then the Company shall deliver a certificate in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days Securities (the “Delay/Suspension PeriodNotice”)) to the effect of the foregoing (but in no event, without the prior written consent of an Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding any material nonpublic information) and, upon receipt of such Suspension Notice, the filing or Holder will refrain from selling any Registrable Securities pursuant to the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean Suspension”) until the Holder’s receipt of copies of a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months supplemented or amended prospectus prepared and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets filed by the Company or until the Holder is advised in writing by the Controlled CompaniesCompany that the current prospectus may be used and the Holder has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ats Medical Inc), Common Stock and Warrant Purchase Agreement (Ats Medical Inc)
Suspension. Anything If Purchaser shall determine pursuant to the reasonable and good faith judgment of its President and its Chief Executive Officer, or alternatively, the Board of Directors of Purchaser, that it would be significantly harmful to Purchaser and its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement, due to (i) the existence of a material development or potential material development with respect to or involving Purchaser which Purchaser would be obligated to disclose in the Prospectus contained in this Agreement to the contrary notwithstandingRegistration Statement, which disclosure would in the Company may by notice in writing to each Holder good faith judgment of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing President and Chief Executive Officer or the effectiveness Board of any Registration Statement filed (Directors of Purchaser be premature or to be filed) under Section 2, 3 or 4 or require otherwise inadvisable at such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; providedPurchaser and its stockholders, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and or (ii) the Company shall not register any securities for its own account or that occurrence of any other security holder during event that makes any statement made in such Delay/Suspension PeriodRegistration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then Purchaser shall deliver a certificate in writing to the Sellers to the effect of the foregoing and, upon receipt of such certificate, the use of the Registration Statement and Prospectus will be deferred or suspended and will not recommence until (1) such Seller's receipt from Purchaser of copies of the supplemented or amended Prospectus, or (2) such Sellers are advised in writing by Purchaser that the Prospectus may be used. The period during Purchaser will use its reasonable best efforts to ensure that the use of the Registration Statement and Prospectus may be resumed, as soon as practicable and, in the case of a pending development or event referred to in (i) above, as soon, in the judgment of Purchaser, as disclosure of the material information relating to such pending development would not have a material adverse effect on Purchaser's ability to consummate the transaction, if any, to which such registration must remain effective shall be extended by a period equal development relates. Notwithstanding anything to the Delay/Suspension Period. The Company may (but contrary in this Agreement, Purchaser's ability to defer or suspend the use of the Registration Statement and Prospectus shall not be obligated toavailable to Purchaser for more than ninety (90) withdraw the effectiveness of days in any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies12 month period.
Appears in 1 contract
Suspension. Anything contained in this Agreement to If the contrary notwithstandingfiling, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing initial effectiveness or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the continued use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in with respect to a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Demand Registration or shelf takedown, as applicable, a Shelf Registration would materially and adversely affect an ongoing plan by require the Company to engage in (directly or indirectly through any of its Subsidiaries) make a Material Transaction; or (d) the Company is in possession public disclosure of material non-public information the information, which disclosure of which during the period specified in such notice the Company reasonably believes determines in good faith (as determined by after consultation with external legal counsel) would materially impact the Company or would materially impede, delay or interfere with on the Company’s board ability to effect a reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of directors) would not be in such determination to the best interests of Shareholder, delay the Companyfiling or initial effectiveness of, or suspend the use of, as applicable, such Registration Statement or any Prospectus or Free Writing Prospectus; provided, however, that: (i) , unless otherwise approved in writing by the Company may not invoke this right more than three times in any 18 month period; and (ii) Shareholder, the Company shall not register any securities be permitted to do so for its own account or that a period of time in excess of ninety (90) days in the case of any other security holder during single delay or suspension, and the number of days in any such Delay/Suspension Period. The 12-month period during on which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but suspension is in effect shall not be obligated toexceed one hundred twenty (120) withdraw (except that such number of days shall not exceed ninety (90) in the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of 12-month period commencing on the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies Closing Date (as defined in the Shareholders Combination Agreement) enter into an association agreement )). In the event that the Company exercises its rights under the preceding sentence, the Shareholder shall suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus or Free Writing Prospectus relating to such Demand Registration or Shelf Registration in connection with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, any sale or offer to sell Registrable Shares. In the sale event of assets such a suspension for which notice is given by the Company or after the effectiveness of the applicable Registration Statement, the period specified in clause (A) in Section 3.6(b) (or, in the case of a Required Shelf Registration Statement, the Shelf Period) shall be extended by the Controlled Companiesnumber of days of such suspension. The Shareholder shall keep confidential the receipt of any notice under this Section 3.5 and the contents thereof, except as required pursuant to applicable law, and, during any period of such delay or suspension, shall not offer or sell or otherwise transfer any Shareholder Shares or otherwise engage in trading of securities of the Company. Notwithstanding anything to the contrary, upon the commencement of any Scheduled Black-Out Period, the Shareholder shall immediately suspend the use of any Prospectus or Free Writing Prospectus in connection with any sale or offer to sell Registrable Shares until the termination of such Scheduled Black-Out Period.
Appears in 1 contract
Samples: Combination Agreement (CF Industries Holdings, Inc.)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitations set forth in this Section 1.3, at any time after the effectiveness of the Shelf Registration Statement, the Company may by notice shall be entitled to suspend its obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a prospectus included in writing to each Holder of Registrable Shares to which a Prospectus relatesthe Shelf Registration Statement, delaymake any other filing with the Commission, for up to 60 days (cause the “Delay/Suspension Period”), the filing or the effectiveness of any Shelf Registration Statement filed to remain effective or take any similar action (or to be filedcollectively, "Registration Actions") under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: upon (a) the Company is engaged in issuance by the Commission of a Material Transaction; stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (b) the Company’s board occurrence of directors determines that any event or the disclosure existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary to make the statements therein, in such Registration Statement could be materially detrimental to the Company light of the circumstances under which they were made, not misleading, or its then current business plans; (c) the Company reasonably believes that effecting the Registration occurrence or shelf takedownexistence of any corporate development that, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests reasonable judgment of the Company; provided, howeverwould have a material adverse effect on the business or operations of the Company. Upon the occurrence of any of the conditions described in clause (a), that: (ib) the Company may not invoke this right more than three times in any 18 month period; and or (iic) above, the Company shall not register any securities for its own account or give prompt written notice thereof (a "Suspension Notice") to Holder. Upon the termination of such condition, the Company shall give prompt written notice thereof to Holder and shall as promptly as practicable proceed with all Registration Actions that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal were suspended pursuant to the Delay/Suspension Periodthis Section 1.3. The Company may only suspend Registration Actions pursuant to the preceding paragraph for one or more periods (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10each, a “Material Transaction” shall mean a transaction that exceeds twenty percent "Suspension Period") not to exceed, in the aggregate, thirty (20%30) of the Company’s gross revenue for the last twelve days in any in any six (126) months and the Company and/or its Controlled Companies month period, during which no Penalty (as defined in Section 1.4) shall be payable. Each Suspension Period shall be deemed to begin on the Shareholders Agreementdate of the relevant Suspension Notice is given to Holder and shall be deemed to end on the earlier to occur of (1) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by date on which the Company or by gives Holder a written notice that the Controlled CompaniesSuspension Period has terminated and (2) the date on which the number of days during which a Suspension Period has been in effect exceeds, in the aggregate, thirty (30) days in any six (6) month period.
Appears in 1 contract
Samples: Registration Rights Agreement (Principal Solar, Inc.)
Suspension. Anything contained in this Agreement to If the contrary notwithstandingfiling, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing initial effectiveness or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the continued use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in with respect to a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Demand Registration or shelf takedown, as applicable, a Shelf Registration would materially and adversely affect an ongoing plan by require the Company to engage in (directly or indirectly through any of its Subsidiaries) make a Material Transaction; or (d) the Company is in possession public disclosure of material non-public information the information, which disclosure of which during the period specified in such notice the Company reasonably believes determines in good faith (as determined by after consultation with external legal counsel) would materially impact the Company or would materially impede, delay or interfere with the Company’s board ability to effect a reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of directors) would not be in such determination to the best interests of Shareholder, delay the Companyfiling or initial effectiveness of, or suspend the use of, as applicable, such Registration Statement or any Prospectus or Free Writing Prospectus; provided, however, that: (i) , unless otherwise approved in writing by the Company may not invoke this right more than three times in any 18 month period; and (ii) Shareholder, the Company shall not register any securities be permitted to do so for its own account or that a period of time in excess of ninety (90) days in the case of any other security holder during single delay or suspension, and the number of days in any such Delay/Suspension Period. The 12-month period during on which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but suspension is in effect shall not be obligated toexceed one hundred twenty (120) withdraw (except that such number of days shall not exceed ninety (90) in the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of 12-month period commencing on the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies Closing Date (as defined in the Shareholders Combination Agreement) enter into an association agreement )). In the event that the Company exercises its rights under the preceding sentence, the Shareholder shall suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus or Free Writing Prospectus relating to such Demand Registration or Shelf Registration in connection with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, any sale or offer to sell Registrable Shares. In the sale event of assets such a suspension for which notice is given by the Company or after the effectiveness of the applicable Registration Statement, the period specified in clause (A) in Section 3.6(b) (or, in the case of a Required Shelf Registration Statement, the Shelf Period) shall be extended by the Controlled Companiesnumber of days of such suspension. The Shareholder shall keep confidential the receipt of any notice under this Section 3.5 and the contents thereof, except as required pursuant to applicable law, and, during any period of such delay or suspension, shall not offer or sell or otherwise transfer any Shareholder Shares or otherwise engage in trading of securities of the Company. Notwithstanding anything to the contrary, upon the commencement of any Scheduled Black-Out Period, the Shareholder shall immediately suspend the use of any Prospectus or Free Writing Prospectus in connection with any sale or offer to sell Registrable Shares until the termination of such Scheduled Black-Out Period.
Appears in 1 contract
Samples: Combination Agreement (CF Industries Holdings, Inc.)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or at any time after the effectiveness of the Shelf Registration Statement, the Issuers shall be entitled to suspend their obligation to file any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up amendment to the Delay/Suspension Period the use of Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement filed under Sections 2or other filing with the Commission to remain effective or take any similar action (collectively, 3 or 4 if at the time of such delay or suspension: “Registration Actions”) upon (aA) the Company is engaged in issuance by the Commission of a Material Transaction; stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (bB) the Company’s board occurrence of directors determines that any event or the disclosure existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary to make the statements therein, in such Registration Statement could be materially detrimental the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any corporate development that, in the reasonable judgment of the Issuers, would have a material adverse effect on the business or operations of the Issuers or their respective subsidiaries. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Issuers shall give prompt notice (a “Suspension Notice) thereof to the Company or its then current business plans; (c) Holders. Upon the Company reasonably believes that effecting termination of such condition, the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such Issuers shall give prompt notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal thereof to the Delay/Suspension Period. The Company may (but Holders and shall not be obligated to) withdraw the effectiveness of any as promptly as practicable proceed with all Registration Statement subject Actions that were suspended pursuant to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiesparagraph.
Appears in 1 contract
Samples: Registration Rights Agreement (C&G Investments, LLC)
Suspension. Anything contained (i) Subject to Section 2(e)(ii) below, in this Agreement the event of: (1) any request by the SEC or any other U.S. federal or state governmental authority during the Effectiveness Period for amendments or supplements to a Registration Statement or related prospectus or for additional information, (2) the issuance by the SEC or any other U.S. federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (3) the receipt by the Company of any notification with respect to the contrary notwithstandingsuspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, or (4) any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company may by notice shall deliver a certificate in writing to each Holder SSF (“Suspension Notice”) to the effect of Registrable Shares to the foregoing (which a Prospectus relates, delay, for up to 60 days (notice will not disclose the “Delay/Suspension Period”), the filing or the effectiveness content of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information and will indicate the disclosure date of which during the beginning and end of the intended period specified in of suspension, if known), and, upon receipt of such notice Suspension Notice, SSF will discontinue disposition of Registrable Securities covered by the Company reasonably believes Registration Statement or Prospectus (as determined “Suspension”) until SSF's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company’s board , or until SSF is advised in writing by the Company that the current Prospectus may be used, and have received copies of directorsany additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to SSF. The Suspension and Suspension Notice described in this Section 2(e)(ii) would shall be held by SSF in strictest confidence and shall not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the disclosed by SSF. The Company shall not register have the right to impose any securities Suspension for its own account more than 20 consecutive days or that of more than 45 days in any other security holder during any such Delay/Suspension Period. The 365-day period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a an “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled CompaniesAllowed Suspension”).
Appears in 1 contract
Suspension. Anything contained (a) Subject to Section 3(b) below, in this Agreement the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the contrary notwithstanding, Registration Statement or related prospectus or for additional information so that the Company may Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or otherwise fail to comply with the applicable rules and regulations of the federal securities laws; (ii) of the issuance by notice in writing to each Holder the SEC or any other federal or state governmental authority of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or any stop order suspending the effectiveness of any the Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filediii) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Securities for resale in a Registration Statement filed under Sections 2any jurisdiction or the initiation of any proceeding for such purpose, 3 or 4 if at provided that, considering the time advice of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) counsel, the Company reasonably believes that effecting it must qualify in such jurisdiction; (iv) of any event or circumstance that, considering the advice of counsel, the Company reasonably believes necessitates the making of any changes in the Registration Statement or shelf takedownrelated prospectus, as applicableor any document incorporated or deemed to be incorporated therein by reference, would materially so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and adversely affect an ongoing plan by that in the Company case of a related prospectus, it will not contain any untrue statement of a material fact or any omission to engage state a material fact required to be stated therein or necessary to make the statements therein, in (directly or indirectly through any the light of its Subsidiaries) a Material Transactionthe circumstances under which they were made, not misleading; or (dv) that the Company is reasonably believes, considering the advice of counsel, that the Company may, in possession the absence of material non-public information a suspension described hereunder, be required under state or federal securities laws to disclose any corporate development, the disclosure of which during the period specified in such notice the Company could reasonably believes (as determined by be expected to have a material adverse effect upon the Company’s board of directors) would not be in the best interests of , its stockholders, a potentially material transaction or event involving the Company, or any negotiations, discussions or proposals directly relating thereto; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) then the Company shall not register any securities for its own account or that deliver a certificate in writing (the “Suspension Notice”) to each holder of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal Registrable Securities (the “Holder”) to the Delay/Suspension Period. The Company may effect of the foregoing (but in no event, without the prior written consent of a Buyer, shall not be obligated tothe Company disclose to such Buyer any of the facts or circumstances regarding any material nonpublic information) withdraw and, upon receipt of such Suspension Notice, the effectiveness of Holder will refrain from selling any Registrable Securities pursuant to the Registration Statement subject to this provision. For purposes of this Section 10, (a “Material Transaction” shall mean Suspension”) until the Holder’s receipt of copies of a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months supplemented or amended prospectus prepared and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets filed by the Company or until the Holder is advised in writing by the Controlled CompaniesCompany that the current prospectus may be used and the Holder has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Synutra International, Inc.)
Suspension. Anything contained (a) Subject to Section 3(b) below, in this Agreement the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the contrary notwithstanding, Registration Statement or related prospectus or for additional information so that the Company may Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or otherwise fail to comply with the applicable rules and regulations of the federal securities laws; (ii) of the issuance by notice in writing to each Holder the SEC or any other federal or state governmental authority of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or any stop order suspending the effectiveness of any the Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filediii) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Securities for sale in a Registration Statement filed under Sections 2any jurisdiction or the initiation of any proceeding for such purpose (provided, 3 or 4 if at that, considering the time advice of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) counsel, the Company reasonably believes that effecting it must qualify in such jurisdiction); (iv) of any event or circumstance that, considering the advice of counsel, the Company reasonably believes necessitates the making of any changes in the Registration Statement or shelf takedownrelated prospectus, as applicableor any document incorporated or deemed to be incorporated therein by reference, would materially so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and adversely affect an ongoing plan by that in the Company case of a related prospectus, it will not contain any untrue statement of a material fact or any omission to engage state a material fact required to be stated therein or necessary to make the statements therein, in (directly or indirectly through any the light of its Subsidiaries) a Material Transactionthe circumstances under which they were made, not misleading; or (dv) that the Company is reasonably believes, considering the advice of counsel, that the Company is, in possession the absence of material non-public information a suspension described hereunder, required under state or federal securities laws to disclose any corporate development, the disclosure of which during the period specified in such notice the Company could reasonably believes (as determined by be expected to have a material adverse effect upon the Company’s board of directors) would not be in the best interests of , its stockholders, a potentially material transaction or event involving the Company; provided, howeveror any negotiations, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) discussions or proposals directly relating thereto, then the Company shall not register any securities for its own account or that deliver a certificate in writing to each holder of any other security holder during any such Delay/Registrable Securities (the "Suspension Period. The period during which such registration must remain effective shall be extended by a period equal Notice") to the Delay/Suspension Period. The Company may effect of the foregoing (but in no event, without the prior written consent of a Holder, shall not be obligated tothe Company disclose to such Holder any of the facts or circumstances regarding any material nonpublic information) withdraw and, upon receipt of such Suspension Notice, the effectiveness of Holder will refrain from selling any Registrable Securities pursuant to the Registration Statement subject to this provision. For purposes (a "Suspension") until the Holder's receipt of this Section 10, copies of a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months supplemented or amended prospectus prepared and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets filed by the Company or until the Holder is advised in writing by the Controlled CompaniesCompany that the current prospectus may be used and the holder has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus.
Appears in 1 contract
Suspension. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the Company may event (i) of any request by notice in writing the SEC or any other federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to each Holder a Registration Statement or related prospectus or for additional information; (ii) of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), issuance by the filing SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any a Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filediii) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; (iv) of any event or circumstance which necessitates the making of any changes in a Registration Statement filed under Sections 2or related prospectus, 3 or 4 if at any document incorporated or deemed to be incorporated therein by reference, so that, in the time case of such delay a Registration Statement, it will not contain any untrue statement of a material fact or suspension: (a) the Company is engaged in any omission to state a Material Transaction; (b) the Company’s board of directors determines that the disclosure material fact required to be included stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Board has made the good faith determination (A) that continued use by the selling Investors of a Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in a Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (B) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (C) that it is therefore essential to suspend the use by the Investors of such Registration Statement could be materially detrimental (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the Company shall furnish to the Company selling Investors a certificate signed by the President or its then current business plans; (c) Chief Executive Officer of the Company reasonably believes that effecting setting forth one or more of the above described circumstances, and the right of the selling Investors to use a Registration or shelf takedown, as applicable, would materially Statement (and adversely affect an ongoing plan the prospectus relating thereto) shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Companycertificate referred to above in this Section 11; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) provided that the Company shall not register any securities for its own account or that of any other security holder be entitled to no more than two such Suspension Periods during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months month period commencing on the First Closing and during each subsequent twelve (12) month period until the Company and/or its Controlled Companies Mandatory Registration Termination Date (as defined including any extension thereto). During the Suspension Period, none of the Investors shall offer or sell any Registrable Securities pursuant to or in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, reliance upon a Registration Statement (or the sale prospectus relating thereto) and each of assets by the Investors shall keep the fact of the above described certificate and its contents confidential. The Company or by the Controlled Companiesshall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.
Appears in 1 contract
Samples: Registration Rights Agreement (MiddleBrook Pharmaceuticals, Inc.)
Suspension. Anything If Parent shall determine in good faith that it would be detrimental to Parent and its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement, due to (i) the existence of a material development with respect to or involving Parent which Parent would be obligated to disclose in the Prospectus contained in this Agreement to such Registration Statement, which disclosure would in the contrary notwithstanding, the Company may by notice in writing to each Holder good faith judgment of Registrable Shares Parent would have a significant adverse effect upon Parent and its stockholders or as to which Parent has a Prospectus relatessignificant, delaybona fide business purpose for preserving confidentiality, for up to 60 days or (ii) the “Delay/Suspension Period”), the filing or the effectiveness occurrence of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to event which requires the Delay/Suspension Period the use making of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included changes in such Registration Statement could or Prospectus so that it will not contain any untrue statement of a material fact required to be materially detrimental stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then Parent shall deliver written notice to the Company Holders certified by an executive officer of Parent of the foregoing and, upon receipt of such notice, the use of such Registration Statement and Prospectus will be deferred or suspended and will not recommence until (A) such Holder’s receipt from Parent of copies of the supplemented or amended Prospectus, or (B) such Holders are advised in writing by Parent that the Prospectus may be used. Parent will use its then current business plans; commercially reasonable efforts to ensure that the use of such Registration Statement and Prospectus may be resumed as soon as practicable and, in the case of a pending development or event referred to in (ci) the Company reasonably believes that effecting the Registration or shelf takedownabove, as applicablesoon, would materially and adversely affect an ongoing plan by in the Company to engage in (directly or indirectly through any judgment of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the Parent, as disclosure of which during the period specified in material information relating to such notice the Company reasonably believes pending development (as determined by the Company’s board of directorsx) would not be in have an adverse effect on Parent’s ability to consummate the best interests of the Companytransaction, if any, to which such development relates or (y) would otherwise cease to have a significant adverse effect upon Parent and its stockholders; provided, however, that: under this Section 2.1(b), Parent may postpone or suspend effectiveness of the Registration Statement for one or more periods of up to 60 consecutive days (i) the Company may but not invoke this right more than three times 60 consecutive days) during the Effectiveness Period; provided further that all such delays do not exceed 90 days in any 18 given 12 month period; period and (ii) 180 days in the Company shall not register any securities for its own account or that of any other security holder aggregate during any such Delay/Suspension the Effectiveness Period. The period during which such registration must remain effective Effectiveness Period shall be extended by for a period equal number of days that the use of the Registration Statement and the Prospectus was so deferred or suspended under this Section 2.1(b). Notwithstanding anything to the Delay/Suspension Periodcontrary herein, no Holder who is an employee of Parent or any of its Subsidiaries or otherwise subject to Parent’s Policy Prohibiting Xxxxxxx Xxxxxxx as in effect from time to time (the “Xxxxxxx Xxxxxxx Policy”) may sell Shares under the Registration Statement (1) during any blackout period imposed on employees or directors of Parent under the Xxxxxxx Xxxxxxx Policy, (2) during the period of any contractual lockup with respect to a Holder’s Shares (including without limitation set forth in the Joinder Agreement delivered by such Holder in connection with the Merger Agreement), or (3) when any such sale would otherwise be prohibited by the Xxxxxxx Xxxxxxx Policy. The Company may (but Parent shall not be obligated to) withdraw required to extend the effectiveness of any such Registration Statement subject to this provision. For purposes of this Section 10for any such period described in (1), a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%2) of the Company’s gross revenue for the last twelve or (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies3).
Appears in 1 contract
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, each of the Issuers shall be entitled to suspend its obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the general partner of Parent, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Company Issuers shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuers shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Issuers may by notice in writing only suspend Registration Actions pursuant to each Holder of Registrable Shares to which the preceding paragraph for one or more periods (each, a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”)) not to exceed, in the filing aggregate, (x) forty- five (45) days in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the effectiveness obligations of any Registration Statement filed (or the Issuers to pay Additional Interest under the circumstances set forth in Section 5 hereof, if applicable. Each Suspension Period shall be filed) under Section 2, 3 or 4 or require such Holder deemed to suspend, for up begin on the date the relevant Suspension Notice is given to the Delay/Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuers give the Holders a notice that the Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections has terminated and (2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged date on which the number of days during which a Suspension Period has been in a Material Transaction; effect exceeds, in the aggregate, (bx) the Company’s board of directors determines that the disclosure required to be included forty-five (45) days in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; three month period or (dy) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes ninety (as determined by the Company’s board of directors90) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times days in any 18 twelve month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.
Appears in 1 contract
Samples: Registration Rights Agreement (Bumble Bee Capital Corp.)
Suspension. Anything contained in this Agreement In the case of a registration for the sale of ---------- Registrable Securities pursuant to the contrary notwithstandinga Shelf Registration Statement, upon receipt of any notice (a "Suspension Notice") from the Company may by notice of the happening of any event which makes any statement made in the Shelf Registration Statement or related prospectus untrue or which requires the making of any changes in such Shelf Registration Statement or prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, each holder of Registrable Securities registered under such Shelf Registration Statement shall forthwith discontinue disposition of such Registrable Securities pursuant to such Shelf Registration Statement until such holder's receipt of the copies of the supplemented or amended prospectus or until it is advised in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), "Advice") by the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period Company that the use of the prospectus may be resumed, and has received copies of any Prospectus included in a Registration Statement filed under Sections 2, 3 additional or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan supplemental filings which are incorporated by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be reference in the best interests of the Companyprospectus; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) that the Company shall not register any securities for its own account or that of any other security holder during any such Delay/-------- ------- give a Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to Notice until after the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Shelf Registration Statement subject has been declared effective. In the event that the Company shall give any Suspension Notice, the Company shall use its best efforts and take such actions as are reasonably necessary to this provisionrender the Advice and end the Suspension Period (as hereinafter defined) as promptly as practicable. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.of
Appears in 1 contract
Samples: Stock Purchase and Shareholders Agreement (Be Free Inc)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or at any time after the effectiveness of the Shelf Registration Statement, the Escrow Issuer (and, after the Merger, the Company) shall be entitled to suspend its obligations to file any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up amendment to the Delay/Suspension Period the use of Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement filed under Sections 2or other filing with the Commission to remain effective or take any similar action (collectively, 3 or 4 if at the time of such delay or suspension: “Registration Actions”) upon (aA) the Company is engaged in issuance by the Commission of a Material Transaction; stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (bB) the Company’s board occurrence of directors determines that any event or the disclosure existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary to make the statements therein, in such the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the discretion of the Escrow Issuer (or, after the Merger, the Company), makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement could be materially detrimental and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Escrow Issuer (or, after the Merger, the Company) shall give prompt notice (a “Suspension Notice”) thereof to the Company or its then current business plans; Holders. Upon the termination of such condition, the Escrow Issuer (c) or, after the Company reasonably believes that effecting the Registration or shelf takedownMerger, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal give prompt notice thereof to the Delay/Suspension Period. The Company may (but Holders and shall not be obligated to) withdraw the effectiveness of any promptly proceed with all Registration Statement subject Actions that were suspended pursuant to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiesparagraph.
Appears in 1 contract
Suspension. Anything Notwithstanding anything to the contrary contained in this Agreement Section 2, but subject to the contrary notwithstandinglimitations set forth in this Section 2.6, the Company may shall be entitled to suspend its obligation to (a) file or submit (but not to prepare) any Registration Statement in connection with any Demand Registration or Shelf Registration, (b) file or submit any amendment to such a Registration Statement, (c) file, submit or furnish any supplement or amendment to a prospectus included in such a Registration Statement, (d) make any other filing with the SEC, (e) cause such a Registration Statement or other filing with the SEC to become or remain effective or (f) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) upon (i) the issuance by notice in writing to each Holder the SEC of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or stop order suspending the effectiveness of any such Registration Statement filed (or the initiation of proceedings with respect to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2Section 8(d) or 8(e) of the Securities Act, 3 (ii) the Board of Directors’ determination, in its good faith judgment, that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or 4 if at require the time public disclosure of such delay any material corporate development or suspension: plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its Subsidiaries or (aiii) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of possessing material non-public information the disclosure of which during the period specified Board of Directors determines, in such notice the Company its good faith judgment, would reasonably believes (as determined by the Company’s board of directors) would be expected to not be in the best interests of the Company; provided, however, that: . Upon the occurrence of any of the conditions described in clause (i) the Company may not invoke this right more than three times in any 18 month period; and ), (ii) or (iii) above in connection with undertaking a Registration Action, the Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to clause (i), (ii) or (iii) above) (a “Suspension Notice”) to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to clause (ii) or (iii) above on two occasions during any period of twelve (12) consecutive months for a reasonable time specified in the Suspension Notice but not exceeding an aggregate of ninety (90) days (which period may not be extended or renewed) during such twelve (12) consecutive month period (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (x) the date on which the Company gives the Holders a notice that the Suspension Period has terminated and (y) the date on which the number of days during which a Suspension Period has been in effect exceeds the 90-day limit during such twelve (12) consecutive month period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.6, once the Suspension Period ends the Holders requesting such registration may request a new Demand Registration or Shelf Registration (and any such request for a Demand Registration shall not be counted as an additional Demand Registration for purposes of Section 2.1.1). Notwithstanding anything to the contrary in this Section 2, the Company shall not register be in breach of, or have failed to comply with, any securities obligation under this Section 2 where the Company acts or omits to take any action in order to comply with applicable Law, any SEC Guidance or any Order. Each Holder shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (a) for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal disclosure to the Delay/Suspension Period. The Company may Registration Participants or Holders, as applicable, and their employees, agents and professional advisers who reasonably need to know such information for purposes of assisting such Registration Participants or Holders with respect to its investment in the Common Stock and agree to keep it confidential, (but shall not be obligated tob) withdraw for disclosures to the effectiveness of any Registration Statement extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to this provision. For purposes of this Section 10confidentiality arrangements with such Holder, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%c) of if and to the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (d) as required by applicable Law (provided, that the Controlled CompaniesHolder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable Law), and (e) for disclosure to any other Holder who is subject to the foregoing confidentiality requirement.
Appears in 1 contract
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Company may by notice in writing Issuer shall be entitled to each Holder of Registrable Shares suspend its obligation to which file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus relatesincluded in the Shelf Registration Statement, delaymake any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the Issuer, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Issuer shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuer shall give prompt notice thereof to the Holders and shall as soon as reasonably practicable proceed with all Registration Actions that were suspended pursuant to this paragraph. The Issuer may only suspend Registration Actions pursuant to the preceding paragraph for up to 60 days one or more periods (the each, a “Delay/Suspension Period”)) not to exceed, in the filing aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the effectiveness obligations of any Registration Statement filed (or the Issuer to pay Additional Interest under the circumstances set forth in Section 5 hereof, if applicable. Each Suspension Period shall be filed) under Section 2, 3 or 4 or require such Holder deemed to suspend, for up begin on the date the relevant Suspension Notice is given to the Delay/Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuer gives the Holders a notice that the Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections has terminated and (2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged date on which the number of days during which a Suspension Period has been in a Material Transaction; effect exceeds, in the aggregate, (bx) the Company’s board of directors determines that the disclosure required to be included forty-five (45) days in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; three month period or (dy) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes ninety (as determined by the Company’s board of directors90) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times days in any 18 twelve month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.
Appears in 1 contract
Samples: Registration Rights Agreement (Jack Cooper Logistics, LLC)
Suspension. Anything contained Upon receipt of a notice (a “Suspension Notice”) from the Company, after consultation with counsel, of the happening of any event that makes any statement made in this Agreement the Registration Statement or related prospectus untrue or which requires the making of any changes in such Registration Statement or prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, Purchaser agrees that it shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until Purchaser’s receipt of the copies of the supplemented or amended prospectus (which the Company shall use commercially reasonable efforts to prepare and distribute promptly) or until it is advised in writing 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. Notwithstanding anything to the contrary notwithstandingin this Agreement, upon the delivery of a Suspension Notice the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), delay the filing or the effectiveness of any required amendment or supplement to the Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspensionif: (a) in the good faith and reasonable judgment of the Board of Directors of the Company, after consultation with counsel, disclosure of such amended information could be seriously detrimental to the Company, and the Board of Directors of the Company concludes, as a result, that it is engaged in a Material Transaction; the best interest of the Company to defer the filing of such amendment or supplement at such time, and (b) the Company furnishes to Purchaser a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company’s board of directors determines that the disclosure required to be included in such Registration Statement , it could be materially seriously detrimental to the Company for such amendment or its then current business plans; (c) supplement to be filed at such time and that it is, therefore, in the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by best interest of the Company to engage in (directly defer the filing of such amendment or indirectly through any of its Subsidiaries) a Material Transaction; or (d) supplement to the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the CompanyRegistration Statement; provided, however, that: that (i) the Company may shall have the right to defer such filing for a period of not invoke this right more than three times in any 18 month period; and 30 days, (ii) the Company shall not register any securities for defer its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective obligation in this manner more than two times and (iii) the Effective Period shall be extended by for the amount of time that the Registration Statement is unavailable due to such a period equal to the Delay/Suspension Perioddeferral. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject permitted to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of enter stop transfer instructions with the Company’s gross revenue for transfer agent with respect to the last twelve (12) months and the Company and/or its Controlled Companies (as defined Registrable Securities during any period under which a Suspension Notice shall be in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companieseffect.
Appears in 1 contract
Suspension. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event (i) of any non-voluntary demand on the Company may by notice in writing the SEC or any other federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to each Holder a Registration Statement or related prospectus or for additional information; (ii) of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), issuance by the filing SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any a Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filediii) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which requires to comply with applicable law the making of any changes in a Registration Statement filed under Sections 2or related prospectus, 3 or 4 if at any document incorporated or deemed to be incorporated therein by reference, so that, in the time case of such delay a Registration Statement, it will not contain any untrue statement of a material fact or suspension: (a) the Company is engaged in any omission to state a Material Transaction; (b) the Company’s board of directors determines that the disclosure material fact required to be included stated therein or necessary to make the statements therein not misleading, and that in such the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall furnish to the selling Holders a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company setting forth in detail the facts relating to one or more of the above described circumstances, and the right of the selling Holders to use a Registration Statement could (and the prospectus relating thereto) shall be materially detrimental to suspended for a period (the Company or its then current business plans; “Suspension Period”) of not more than ten (c10) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan days after delivery by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) certificate referred to above in this Section 12. During the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective , none of the Holders shall be extended by offer or sell any Registrable Securities pursuant to or in reliance upon a period equal to Registration Statement (or the Delay/Suspension Periodprospectus relating thereto). The Company may (but shall not be obligated to) withdraw the effectiveness of use its best efforts to terminate any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (Suspension Period as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiespromptly as practicable.
Appears in 1 contract
Suspension. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company may of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by notice reference, so that, in writing the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to each Holder state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Board has made the good faith determination (A) that continued use by the selling Investors of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (B) that such premature disclosure would be materially adverse to which the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (C) that it is therefore essential to suspend the use by the Investors of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the Company shall furnish to the selling Investors a Prospectus relatescertificate signed by the President or Chief Executive Officer of the Company setting forth one or more of the above described circumstances, delay, and the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) shall be suspended for up to 60 days a period (the “Delay/Suspension Period”), the filing or the effectiveness ) of any Registration Statement filed not more than thirty (or to be filed30) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan days after delivery by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Companycertificate referred to above in this Section 13; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) provided that the Company shall not register any securities for its own account or that of any other security holder be entitled to no more than two such Suspension Periods during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months month period commencing on the Closing Date and during each subsequent twelve (12) month period until the Company and/or its Controlled Companies Mandatory Registration Termination Date (as defined including any extension thereto). During the Suspension Period, none of the Investors shall offer or sell any Registrable Shares pursuant to or in reliance upon the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, Registration Statement (or the sale prospectus relating thereto) and each of assets by the Investors shall keep the fact of the above described certificate and its contents confidential. The Company or by the Controlled Companiesshall use reasonable best efforts to terminate any Suspension Period as promptly as practicable.
Appears in 1 contract
Samples: Registration Rights Agreement (ARYx Therapeutics, Inc.)
Suspension. Anything contained in this Agreement to the contrary notwithstanding, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental Subject to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially provisions of this Section 4 and adversely affect an ongoing plan a good faith determination by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company Board that it is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; providedREIT to suspend the use of any Resale Registration Statement following the effectiveness of such Resale Registration Statement (and the filings with any U.S. federal or state securities commissions, howeveras necessary), thatthe REIT, by written notice to the Holders (a "Suspension Notice"), may direct the Holders to suspend sales of the Registrable Shares pursuant to such Resale Registration Statement for such times as the REIT reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period) if any of the following events occurs or will occur, as applicable: (i) an underwritten public offering of Common Stock (or other common shares of the Company may not invoke this right more than three times in any 18 month period; and (iiREIT) by the Company shall not register any securities REIT for its own account if the REIT is advised by the managing underwriter or underwriters that the concurrent resale of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended the Registrable Shares by a period equal the Holders pursuant to the Delay/Suspension Period. The Company may Resale Registration Statement would have a material adverse effect on the REIT's offering, subject to Section 3 hereof, (but ii) there is material non-public information regarding the REIT that (A) the Board determines not to be in the REIT's best interest to disclose, (B) would, in the good faith determination of the Board, require any revision to the Resale Registration Statement so that it shall not contain any untrue statement of a material fact or omit to state any material fact required to be obligated to) withdraw stated therein or necessary to make the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10statements therein, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) in light of the Company’s gross revenue for circumstances under which they were made, not misleading, and (C) the last twelve REIT is not otherwise required to disclose, or (12iii) months and there is a significant bona fide business opportunity (including the Company and/or its Controlled Companies acquisition or disposition of assets (as defined other than in the Shareholders Agreement) enter into an association agreement with other companiesordinary course of business), including any significant merger, spin-off, consolidation, acquisitiontender offer or other similar transaction) available to the REIT that the REIT determines not to be in the REIT's best interests to disclose (each of the events described in clauses (i)-(iii), partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiesa "Suspension Event").
Appears in 1 contract
Suspension. Anything contained in this Agreement to Upon (i) the contrary notwithstanding, issuance by the Company may by notice in writing to each Holder Commission of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or stop order suspending the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections pursuant to Section 2, 3 or 4 if at the time of such delay or suspension: (aii) the Company is engaged in occurrence of any event or the existence of any fact as a Material Transaction; result of which a Registration Statement relating to Registrable Securities would contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (biii) the Company’s occurrence or existence of any pending material corporate development that, in the reasonable and good faith opinion of the board of directors determines that of the disclosure required Company, makes it appropriate to be included in suspend the availability of any such Registration Statement could because it would be materially detrimental to the Company or its for the Registration to proceed at such time, then current business plans; (c) the Company reasonably believes shall deliver a notice to the Holders that effecting the availability of such Registration Statement is suspended, as the case may be (a “Suspension Notice”), and, upon receipt of a Suspension Notice, the Holders agree not to sell any Registrable Securities pursuant to such Registration Statement until the Holders are advised by the Company in writing that the related prospectus may be used to sell the Registrable Securities, and the Holders have received copies of the supplemental filings or shelf takedownamendments that are incorporated or deemed incorporated by reference to such prospectus. The Company shall use its commercially reasonable efforts to ensure that the use of such Registration Statement may be resumed, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its SubsidiariesA) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests case of clause (i) above, as promptly as practicable, (B) in the case of clause (ii) above, as soon as, in the reasonable judgment of the Company; provided, howeverthe Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, that: (i) in light of the Company may circumstances under which they were made, not invoke this right more than three times in any 18 month period; misleading, and (iiC) in the case of clause (iii) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The Company shall not register any securities for be permitted to deliver a Suspension Notice, nor exercise its own account or that rights of any other security holder Suspension under this Section, more than once during any such Delay/Suspension Period. The 12 month period, and the period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of may be suspended under this Section 10, a (the “Material Transaction” Suspension Period”) shall mean a transaction that exceeds twenty percent not exceed sixty (20%60) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiesdays on any one occasion.
Appears in 1 contract
Samples: Registration Rights Agreement (Broadview Networks Holdings Inc)
Suspension. Anything Notwithstanding anything to the contrary contained in this Agreement Article II, but subject to the contrary notwithstandinglimitations set forth in this Section 2.5, the Company may shall be entitled to suspend its obligation to (a) file or submit (but not to prepare) any Registration Statement in connection with any Demand Registration or Shelf Registration, (b) file or submit any amendment to such a Registration Statement, (c) file, submit or furnish any supplement or amendment to a prospectus included in such a Registration Statement, (d) make any other filing with the SEC, (e) cause such a Registration Statement or other filing with the SEC to become or remain effective or (f) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) upon (i) the issuance by notice in writing to each Holder the SEC of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or stop order suspending the effectiveness of any such Registration Statement filed (or the initiation of proceedings with respect to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2Section 8(d) or 8(e) of the Securities Act, 3 (ii) the Board of Directors’ determination, in its good faith judgment, that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or 4 if at require the time public disclosure of such delay any material corporate development or suspension: plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its Subsidiaries or (aiii) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of possessing material non-public information the disclosure of which during the period specified Board of Directors determines, in such notice the Company its good faith judgment, would reasonably believes (as determined by the Company’s board of directors) would be expected to not be in the best interests of the Company; provided, however, that: . Upon the occurrence of any of the conditions described in clause (i) the Company may not invoke this right more than three times in any 18 month period; and ), (ii) or (iii) above in connection with undertaking a Registration Action, the Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to clause (i), (ii) or (iii) above) (a “Suspension Notice”) to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to clause (ii) or (iii) above on two occasions during any period of 12 consecutive months for a reasonable time specified in the Suspension Notice but not exceeding an aggregate of 90 days (which period may not be extended or renewed) during such 12 consecutive month period (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (x) the date on which the Company gives the Holders a notice that the Suspension Period has terminated and (y) the date on which the number of days during which a Suspension Period has been in effect exceeds the 90-day limit during such 12 consecutive month period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.5, once the Suspension Period ends the Holders requesting such registration may request a new Demand Registration or Shelf Registration (and any such request for a Demand Registration shall not be counted as an additional Demand Registration for purposes of Section 2.1(a)). Notwithstanding anything to the contrary in this Article II, the Company shall not register be in breach of, or have failed to comply with, any securities obligation under this Article II where the Company acts or omits to take any action in order to comply with applicable Law, any SEC Guidance or any Order. Each Holder shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (a) for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal disclosure to the Delay/Suspension Period. The Company may Registration Participants or Holders, as applicable, and their employees, agents and professional advisers who reasonably need to know such information for purposes of assisting such Registration Participants or Holders with respect to its investment in the Common Stock and agree to keep it confidential, (but shall not be obligated tob) withdraw for disclosures to the effectiveness of any Registration Statement extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to this provision. For purposes of this Section 10confidentiality arrangements with such Holder, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%c) of if and to the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (d) as required by applicable Law (provided, that the Controlled CompaniesHolder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable Law), and (e) for disclosure to any other Holder who is subject to the foregoing confidentiality requirement.
Appears in 1 contract
Samples: Registration Rights Agreement (Infrastructure & Energy Alternatives, Inc.)
Suspension. Anything contained in this Agreement to If the contrary notwithstandingfiling, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing initial effectiveness or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the continued use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in with respect to a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Demand Registration or shelf takedown, as applicable, a Shelf Registration would materially and adversely affect an ongoing plan by require the Company to engage in (directly or indirectly through any of its Subsidiaries) make a Material Transaction; or (d) the Company is in possession public disclosure of material non-public information the information, which disclosure of which during the period specified in such notice the Company reasonably believes determines in good faith (as determined by after consultation with external legal counsel) would materially impact the Company or would materially impede, delay or interfere with on the Company’s board 's ability to effect a reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of directors) would not be in such determination to the best interests of Shareholder, delay the Companyfiling or initial effectiveness of, or suspend the use of, as applicable, such Registration Statement or any Prospectus or Free Writing Prospectus; provided, however, that: (i) , unless otherwise approved in writing by the Company may not invoke this right more than three times in any 18 month period; and (ii) Shareholder, the Company shall not register any securities be permitted to do so for its own account or that a period of time in excess of ninety (90) days in the case of any other security holder during single delay or suspension, and the number of days in any such Delay/Suspension Period. The 12-month period during on which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but suspension is in effect shall not be obligated toexceed one hundred twenty (120) withdraw (except that such number of days shall not exceed ninety (90) in the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of 12-month period commencing on the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies Closing Date (as defined in the Shareholders Combination Agreement) enter into an association agreement )). In the event that the Company exercises its rights under the preceding sentence, the Shareholder shall suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus or Free Writing Prospectus relating to such Demand Registration or Shelf Registration in connection with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, any sale or offer to sell Registrable Shares. In the sale event of assets such a suspension for which notice is given by the Company or after the effectiveness of the applicable Registration Statement, the period specified in clause (A) in Section 3.6(b) (or, in the case of a Required Shelf Registration Statement, the Shelf Period) shall be extended by the Controlled Companiesnumber of days of such suspension. The Shareholder shall keep confidential the receipt of any notice under this Section 3.5 and the contents thereof, except as required pursuant to applicable law, and, during any period of such delay or suspension, shall not offer or sell or otherwise transfer any Shareholder Shares or otherwise engage in trading of securities of the Company. Notwithstanding anything to the contrary, upon the commencement of any Scheduled Black-Out Period, the Shareholder shall immediately suspend the use of any Prospectus or Free Writing Prospectus in connection with any sale or offer to sell Registrable Shares until the termination of such Scheduled Black-Out Period.
Appears in 1 contract
Samples: Combination Agreement (CF Industries Holdings, Inc.)
Suspension. Anything contained (a) Subject to Section 3(b) below, in this Agreement the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the contrary notwithstanding, Registration Statement or related prospectus or for additional information so that the Company may Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or otherwise fail to comply with the applicable rules and regulations of the federal securities laws; (ii) of the issuance by notice in writing to each Holder the SEC or any other federal or state governmental authority of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or any stop order suspending the effectiveness of any the Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filediii) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Securities for resale in a Registration Statement filed under Sections 2any jurisdiction or the initiation of any proceeding for such purpose, 3 or 4 if at provided that, considering the time advice of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) counsel, the Company reasonably believes that effecting it must qualify in such jurisdiction; (iv) of any event or circumstance that, considering the advice of counsel, the Company reasonably believes necessitates the making of any changes in the Registration Statement or shelf takedownrelated prospectus, as applicableor any document incorporated or deemed to be incorporated therein by reference, would materially so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and adversely affect an ongoing plan by that in the Company case of a related prospectus, it will not contain any untrue statement of a material fact or any omission to engage state a material fact required to be stated therein or necessary to make the statements therein, in (directly or indirectly through any the light of its Subsidiaries) a Material Transactionthe circumstances under which they were made, not misleading; or (dv) that the Company is reasonably believes, considering the advice of counsel, that the Company may, in possession the absence of material non-public information a suspension described hereunder, be required under state or federal securities laws to disclose any corporate development, the disclosure of which during the period specified in such notice the Company could reasonably believes (as determined by be expected to have a material adverse effect upon the Company’s board of directors) would not be in the best interests of , its shareholders, a potentially material transaction or event involving the Company, or any negotiations, discussions or proposals directly relating thereto; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) then the Company shall not register any securities for its own account or that deliver a certificate in writing (the “Suspension Notice”) to each holder of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal Registrable Securities (the “Holder”) to the Delay/Suspension Period. The Company may effect of the foregoing (but in no event, without the prior written consent of the Purchasers, shall not be obligated tothe Company disclose to the Purchasers any of the facts or circumstances regarding any material nonpublic information) withdraw and, upon receipt of such Suspension Notice, the effectiveness of Holder will refrain from selling any Registrable Securities pursuant to the Registration Statement subject to this provision. For purposes of this Section 10, (a “Material Transaction” shall mean Suspension”) until the Holder’s receipt of copies of a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months supplemented or amended prospectus prepared and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets filed by the Company or until the Holder is advised in writing by the Controlled CompaniesCompany that the current prospectus may be used and the Holder has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus.
Appears in 1 contract
Suspension. Anything contained (a) Subject to paragraph (b) below, in this Agreement the event (i) of any request by the Commission or any other federal or state governmental authority during the period of effectiveness of the Second Registration Statement for amendments or supplements to the contrary notwithstandingSecond Registration Statement or related Second Prospectus or for additional information; (ii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Second Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of the Warrant Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) of any event or circumstance which, upon the advice of its counsel, necessitates the making of any changes in the Second Registration Statement or Second Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Second Registration Statement, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Second Prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) the Company determines in good faith that offers and sales pursuant to the Second Registration Statement should not be made by reason of the presence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in such a Registration Statement or related Prospectus is premature, would have an adverse effect on the Company or is otherwise inadvisable, then the Company shall immediately notify the Investor in writing (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investor will refrain from selling any Warrant Shares pursuant to the Second Registration Statement (a “Suspension”) until the Investor’s receipt of copies of a supplemented or amended Second Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Second Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Second Prospectus. In the event of any Suspension, the Company may by notice in writing will use its commercially reasonable efforts to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period cause the use of any the Second Prospectus included so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to each Holder, and in a no event shall the Company be permitted to suspend the use of the Second Registration Statement filed under Sections 2or the Second Prospectus pursuant to (v) above for a period exceeding ninety (90) days in any 365-day period. In addition to and without limiting any other remedies (including, 3 without limitation, at law or 4 if at equity) available to the time of Investor, such delay or suspension: (a) Holder shall be entitled to specific performance in the event that the Company is engaged in a Material Transaction; (b) fails to comply with the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes provisions of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies7.4(a).
Appears in 1 contract
Samples: Subscription Agreement (Proxim Corp)
Suspension. Anything contained in this Agreement to the contrary notwithstanding, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental Subject to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially provisions of this Section 5 and adversely affect an ongoing plan a good faith determination by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company Board that it is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company to suspend the use of any Resale Registration Statement following the effectiveness of such Resale Registration Statement (and the filings with any U.S. federal or state securities commissions, as necessary), the Company; provided, howeverby written notice to the Holders (a “Suspension Notice”), thatmay direct the Holders to suspend sales of the Registrable Securities pursuant to such Resale Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period) if any of the following events occurs or will occur, as applicable: (i) an underwritten public offering of Common Stock (or other common shares of the Company) by the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account if the Company is advised by the managing underwriter or underwriters that the concurrent resale of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended the Registrable Securities by a period equal the Holders pursuant to the Delay/Suspension Period. The Resale Registration Statement would have a material adverse effect on the Company’s offering, subject to Section 3 hereof, (ii) there is material non-public information regarding the Company may that (but A) the Board determines not to be in the Company’s best interest to disclose, (B) would, in the good faith determination of the Board, require any revision to the Resale Registration Statement so that it shall not contain any untrue statement of a material fact or omit to state any material fact required to be obligated tostated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) withdraw the effectiveness Company is not otherwise required to disclose or (iii) there is a significant bona fide business purpose or opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business), including any Registration Statement subject significant merger, consolidation, tender offer or other similar transaction) available to this provision. For purposes the Company that the Company determines not to be in the Company’s best interests to disclose (each of this Section 10the events described in clauses (i)-(iii), a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled CompaniesSuspension Event”).
Appears in 1 contract
Samples: Registration Rights Agreement (Mobile Infrastructure Corp)
Suspension. Anything contained Upon receipt of a notice (a “Suspension Notice”) from the Company of the happening of any event that makes any statement made in this Agreement the SB-2 or related prospectus untrue or which requires the making of any changes in such SB-2 or prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, Purchaser agrees that it shall forthwith discontinue disposition of shares pursuant to such SB-2 until Purchaser’s receipt of the copies of the supplemented or amended prospectus (which the Company shall use commercially reasonable efforts to prepare and distribute promptly) or until it is advised in writing 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. Notwithstanding anything to the contrary notwithstandingin this Agreement, upon the delivery of a Suspension Notice the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), delay the filing or the effectiveness of any Registration Statement filed (required amendment or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up supplement to the Delay/Suspension Period SB-2 if: (i) in the use good faith and reasonable judgment of any Prospectus included in a Registration Statement filed under Sections 2the Board of Directors of the Company, 3 or 4 if at the time disclosure of such delay amended information could be seriously detrimental to the Company, and the Board of Directors of the Company concludes, as a result, that it is in the best interest of the Company to defer the filing of such amendment or suspension: supplement at such time, and (aii) the Company is engaged furnishes to Purchaser a certificate signed by the Chief Executive Officer of the Company stating that in a Material Transaction; (b) the good faith judgment of the Board of Directors of the Company’s board of directors determines that the disclosure required to be included in such Registration Statement , it could be materially seriously detrimental to the Company for such amendment or its then current business plans; (c) supplement to be filed at such time and that it is, therefore, in the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by best interest of the Company to engage in (directly defer the filing of such amendment or indirectly through any of its Subsidiaries) a Material Transaction; or (d) supplement to the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the CompanySB-2; provided, however, that: that (i) the Company may shall have the right to defer such filing for a period of not invoke this right more than three times in any 18 month period; and 30 days, (ii) the Company shall not register any securities for defer its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective obligation in this manner more than two times and (iii) the SB-2 Effective Period shall be extended by for the amount of time that the SB-2 is unavailable due to such a period equal to the Delay/Suspension Perioddeferral. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject permitted to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of enter stop transfer instructions with the Company’s gross revenue for transfer agent with respect to the last twelve (12) months and the Company and/or its Controlled Companies (as defined Registrable Securities during any period under which a Suspension Notice shall be in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.effect
Appears in 1 contract
Samples: Securities Purchase Agreement (Idaho General Mines Inc)
Suspension. Anything contained in this Agreement to Upon (i) the contrary notwithstanding, issuance by the Company may by notice in writing to each Holder Commission of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or stop order suspending the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2pursuant to Section 2.1 or as a Piggyback Registration, 3 or 4 if at the time of such delay or suspension: (aii) the Company is engaged in occurrence of any event or the existence of any fact as a Material Transaction; result of which a Registration Statement relating to Registrable Securities would contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (biii) the Company’s occurrence or existence of any pending material corporate development (each of (i), (ii) and (iii) being referred to herein as a “Material Event”) that, in the reasonable and good faith opinion of the board of directors determines that of the disclosure required Company, makes it appropriate to be included in suspend the availability of any such Registration Statement could because it would be materially detrimental to the Company or its for the Registration to proceed at such time, then current business plans; (c) the Company reasonably believes shall deliver a notice to the Investor that effecting the availability of such Registration Statement is suspended, as the case may be (a “Suspension Notice”), and, upon receipt of a Suspension Notice, the Investor agrees not to sell any Registrable Securities pursuant to such Registration Statement until the Investor is advised by the Company in writing that the related prospectus may be used to sell the Registrable Securities, and the Investor has received copies of the supplemental filings or shelf takedownamendments that are incorporated or deemed incorporated by reference to such prospectus. The Company shall use its commercially reasonable efforts to ensure that the use of such Registration Statement may be resumed, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its SubsidiariesA) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests case of clause (i) above, as promptly as practicable, (B) in the case of clause (ii) above, as soon as, in the reasonable judgment of the Company; provided, howeverthe Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, that: (i) in light of the Company may circumstances under which they were made, not invoke this right more than three times in any 18 month period; misleading, and (iiC) in the case of clause (iii) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The Company shall not register any securities for be permitted to deliver a Suspension Notice, nor exercise its own account or that rights of any other security holder Suspension under this Section, more than twice during any such Delay/Suspension Period. The 12 month period, and the period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of may be suspended under this Section 10, a (the “Material Transaction” Suspension Period”) shall mean a transaction that exceeds twenty percent not exceed forty-five (20%45) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiesdays on any one occasion.
Appears in 1 contract
Samples: Investment Agreement (Griffon Corp)
Suspension. Anything contained (a) Subject to Section 3(b) below, in this Agreement the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the contrary notwithstandingRegistration Statement or related prospectus or for additional information so that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or otherwise fail to comply with the applicable rules and regulations of the federal securities laws; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, provided that, considering the advice of counsel, the Company may reasonably believes that it must qualify in such jurisdiction; (iv) of any event or circumstance that, considering the advice of counsel, the Company reasonably believes necessitates the making of any changes in the Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by notice reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of a related prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Company reasonably believes, considering the advice of counsel, that the Company may, in the absence of a suspension described hereunder, be required under state or federal securities laws to disclose any corporate development, the disclosure of which could reasonably be expected to have a material adverse effect upon the Company, its shareholders, a potentially material transaction or event involving the Company, or any negotiations, discussions or proposals directly relating thereto; then the Company shall deliver a certificate in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days Securities (the “Delay/Suspension PeriodNotice”)) to the effect of the foregoing (but in no event, without the prior written consent of an Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding any material nonpublic information) and, upon receipt of such Suspension Notice, the filing or Holder will refrain from selling any Registrable Securities pursuant to the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean Suspension”) until the Holder’s receipt of copies of a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months supplemented or amended prospectus prepared and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets filed by the Company or until the Holder is advised in writing by the Controlled CompaniesCompany that the current prospectus may be used and the Holder has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus.
Appears in 1 contract
Suspension. Anything (a) Notwithstanding anything to the contrary contained in this Agreement to the contrary notwithstandingArticle II, the Company may shall be entitled to suspend its obligation to (i) file or submit (but not to prepare) any registration statement in connection with any Demand Registration or Shelf Registration, (ii) file or submit any amendment to such a registration statement, (iii) file, submit or furnish any supplement or amendment to a prospectus included in such a registration statement, (iv) make any other filing with the SEC, (v) cause such a registration statement or other filing with the SEC to become or remain effective, (vi) conduct a Public Offering or (vii) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) upon (A) the issuance by notice in writing to each Holder the SEC of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or stop order suspending the effectiveness of any Registration Statement filed (such registration statement or the initiation of proceedings with respect to be filed) such a registration statement under Section 28(d) or 8(e) of the Securities Act, 3 or 4 (B) the Board’s reasonable determination that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or require such Holder to suspend, for up to the Delay/Suspension Period the use public disclosure of any Prospectus included in a Registration Statement filed under Sections 2material corporate development, 3 plan or 4 if at transaction involving the time Company or any of such delay its subsidiaries or suspension: (aC) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of possessing material non-public information the disclosure of which during the period specified in such notice the Company Board determines would reasonably believes (as determined by the Company’s board of directors) would be expected to not be in the best interests of the Company; provided. Upon the occurrence of any of the conditions described in clause (A), however(B) or (C) above in connection with undertaking a Registration Action, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account give prompt notice of such suspension (and whether such action is being taken pursuant to clause (A), (B) or that of any other security holder during any such Delay/(C) above) (a “Suspension Period. The period during which such registration must remain effective shall be extended by a period equal Notice”) to the Delay/Shareholders, which shall specify that the existence and subject matter of such Suspension PeriodNotice must be treated as confidential by such Shareholders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Shareholders and shall promptly proceed with all Registration Actions that were suspended pursuant to this Section 2.7(a). The Company may only suspend Registration Actions pursuant to clause (B) or (C) above on three occasions during any period of 18 consecutive months for a reasonable time specified in the Suspension Notice but not exceeding an aggregate of 180 days (which period may not be extended or renewed) during such 18-consecutive-month period (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Shareholders and shall be deemed to end on the earlier to occur of (x) the date on which the Company gives the Shareholders a notice that the Suspension Period has terminated and (y) the date on which the number of days during which a Suspension Period has been in effect exceeds the 180-day limit during such 18-consecutive-month period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.7, once the Suspension Period ends the Registering Holders may request a new Demand Registration or Shelf Registration (and any such request for a Demand Registration shall not be obligated to) withdraw the effectiveness of any counted as an additional Demand Registration Statement subject to this provision. For for purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies2.1).
Appears in 1 contract
Samples: Registration Rights Agreement (Frank's International N.V.)
Suspension. Anything contained (i) Subject to Section 2(e)(ii) below, in this Agreement the event of: (1) any request by the SEC or any other U.S. federal or state governmental authority during the Effectiveness Period for amendments or supplements to a Registration Statement or related prospectus or for additional information, (2) the issuance by the SEC or any other U.S. federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (3) the receipt by the Company of any notification with respect to the contrary notwithstandingsuspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, or (4) any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company may by notice shall deliver a certificate in writing to each the Holder ("SUSPENSION NOTICE") to the effect of Registrable Shares to the foregoing (which a Prospectus relates, delay, for up to 60 days (notice will not disclose the “Delay/Suspension Period”), the filing or the effectiveness content of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information and will indicate the disclosure date of which during the beginning and end of the intended period specified in of suspension, if known), and, upon receipt of such notice Suspension Notice, the Company reasonably believes Holder will discontinue disposition of Registrable Securities covered by the Registration Statement or Prospectus (as determined "SUSPENSION") until the Holder's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company’s board , or until the Holder is advised in writing by the Company that the current Prospectus may be used, and have received copies of directors) would not be any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the best interests event of any Suspension, the Company will use its commercially reasonable efforts to cause the use of the Company; providedProspectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Holder, however, that: (i) and the Company will make all necessary amendments that may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities be required for its own account or that of any other security holder during any such Delay/Suspension Periodpurpose. The period during which such registration must remain effective Suspension and Suspension Notice described in this Section 2(e)(ii) shall be extended held by a period equal to the Delay/Suspension Period. The Company may (but Holder in strictest confidence and shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets disclosed by the Company Holder, except as required by applicable law or by the Controlled Companiesrules of any securities authority or stock exchange.
Appears in 1 contract
Suspension. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the Company may event (i) of any request by notice in writing the SEC or any other federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to each Holder such Registration Statement or related prospectus or for additional information; (ii) of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), issuance by the filing SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any a Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filediii) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; (iv) of any event or circumstance which necessitates the making of any changes in a Registration Statement filed under Sections 2or related prospectus, 3 or 4 if at any document incorporated or deemed to be incorporated therein by reference, so that, in the time case of such delay Registration Statement, it will not contain any untrue statement of a material fact or suspension: (a) the Company is engaged in any omission to state a Material Transaction; (b) the Company’s board of directors determines that the disclosure material fact required to be included stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Board has made the good faith determination (A) that continued use by the selling Investors of a Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in such Registration Statement could (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (B) that such premature disclosure would be materially detrimental adverse to the Company Company, its business or its then current business plans; (c) prospects or any such proposed material transaction or would make the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan successful consummation by the Company of any such material transaction significantly less likely and (C) that it is therefore essential to engage in suspend the use by the Investors of such Registration Statement (directly and the prospectus relating thereto) for purposes of effecting offers or indirectly through any sales of its Subsidiaries) a Material Transaction; or (d) Registrable Shares pursuant thereto, then the Company is in possession shall furnish to the selling Investors a certificate signed by the President or Chief Executive Officer of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests setting forth one or more of the Company; provided, however, that: above described circumstances (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) provided that the Company shall not register any securities be required to disclose the purpose for its own account or that which it has suspended the use of any other security holder during any a Registration Statement), and the right of the selling Investors to use such Delay/Registration Statement (and the prospectus relating thereto) shall be suspended for a period (the “Suspension Period. The period during which such registration must remain effective shall be extended ”) of not more than thirty (30) days after delivery by a period equal the Company of the certificate referred to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of above in this Section 10, a “Material Transaction” ; provided that the Company shall mean a transaction that exceeds twenty percent be entitled to Suspension Periods with an aggregate number of suspended days pursuant to all such Suspensions Periods of no more than sixty (20%60) of days during the Company’s gross revenue for the last twelve (12) months month period commencing on the Initial Closing Date. The Company shall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable and shall provide prompt written notice thereof to the Investors. Each Investor hereby covenants, severally and not jointly, that it will not offer or sell any Purchased Shares pursuant to a Registration Statement during the period commencing at the time at which the Company and/or its Controlled Companies (as defined in gives the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or Investors written notice of the sale suspension of assets by the use of such Registration Statement and ending at the time the Company or by gives the Controlled CompaniesInvestor written notice that the Investor may thereafter effect sales pursuant to such Registration Statement.
Appears in 1 contract
Suspension. Anything contained in this Agreement to If the contrary notwithstandingfiling, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing initial effectiveness or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the continued use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in with respect to a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Demand Registration or shelf takedown, as applicable, a Shelf Registration would materially and adversely affect an ongoing plan by require the Company to engage in (directly or indirectly through any of its Subsidiaries) make a Material Transaction; or (d) the Company is in possession public disclosure of material non-public information the information, which disclosure of which during the period specified in such notice the Company reasonably believes determines in good faith (as determined by after consultation with external legal counsel) would materially impact the Company or would materially impede, delay or interfere with the Company’s board 's ability to effect a reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of directors) would not be in such determination to the best interests of Shareholder, delay the Companyfiling or initial effectiveness of, or suspend the use of, as applicable, such Registration Statement or any Prospectus or Free Writing Prospectus; provided, however, that: (i) , unless otherwise approved in writing by the Company may not invoke this right more than three times in any 18 month period; and (ii) Shareholder, the Company shall not register any securities be permitted to do so for its own account or that a period of time in excess of ninety (90) days in the case of any other security holder during single delay or suspension, and the number of days in any such Delay/Suspension Period. The 12-month period during on which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but suspension is in effect shall not be obligated toexceed one hundred twenty (120) withdraw (except that such number of days shall not exceed ninety (90) in the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of 12-month period commencing on the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies Closing Date (as defined in the Shareholders Combination Agreement) enter into an association agreement )). In the event that the Company exercises its rights under the preceding sentence, the Shareholder shall suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus or Free Writing Prospectus relating to such Demand Registration or Shelf Registration in connection with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, any sale or offer to sell Registrable Shares. In the sale event of assets such a suspension for which notice is given by the Company or after the effectiveness of the applicable Registration Statement, the period specified in clause (A) in Section 3.6(b) (or, in the case of a Required Shelf Registration Statement, the Shelf Period) shall be extended by the Controlled Companiesnumber of days of such suspension. The Shareholder shall keep confidential the receipt of any notice under this Section 3.5 and the contents thereof, except as required pursuant to applicable law, and, during any period of such delay or suspension, shall not offer or sell or otherwise transfer any Shareholder Shares or otherwise engage in trading of securities of the Company. Notwithstanding anything to the contrary, upon the commencement of any Scheduled Black-Out Period, the Shareholder shall immediately suspend the use of any Prospectus or Free Writing Prospectus in connection with any sale or offer to sell Registrable Shares until the termination of such Scheduled Black-Out Period.
Appears in 1 contract
Samples: Combination Agreement (CF Industries Holdings, Inc.)
Suspension. Anything Notwithstanding anything to the contrary contained in this Agreement Article II, but subject to the contrary notwithstandinglimitations set forth in this Section 2.5, the Company may by notice shall be entitled to suspend its obligation to (a) file or submit any Registration Statement in writing connection with any Demand Registration or Shelf Registration, (b) file or submit any amendment to each Holder of Registrable Shares such a Registration Statement, (c) file, submit or furnish any supplement or amendment to which a Prospectus relatesincluded in such a Registration Statement, delay(d) make any other filing with the SEC, for up (e) cause such a Registration Statement or other filing with the SEC to 60 days become or remain effective or (f) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Delay/Registration Actions”) upon (each such occasion, a “Suspension Period”), ): (i) the filing or issuance by the SEC of a stop order suspending the effectiveness of any such Registration Statement filed (or the initiation of proceedings with respect to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2Section 8(d) or 8(e) of the Securities Act, 3 (ii) the Board of Directors’ determination, in its good faith judgment, that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or 4 if at require the time public disclosure of such delay any material corporate development or suspension: plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its Subsidiaries or (aiii) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of Holders possessing material non-public information the disclosure of which during the period specified Board of Directors determines, in such notice the Company its good faith judgment, would reasonably believes (as determined by the Company’s board of directors) would be expected to not be in the best interests of the Company; provided, however, that: . Upon the occurrence of any of the conditions described in clause (i) the Company may not invoke this right more than three times in any 18 month period; and ), (ii) or (iii) above in connection with undertaking a Registration Action, the Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to clause (i), (ii) or (iii) above) (a “Suspension Notice”) to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the date on which the Company gives the Holders a notice that the Suspension Period has terminated. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.5, once the Suspension Period ends the Holders requesting such registration may request a new Demand Registration or Shelf Registration. Notwithstanding anything to the contrary in this Article II, the Company shall not register be in breach of, or have failed to comply with, any securities obligation contained in this Agreement where the Company acts or omits to take any action in order to comply with applicable Law, any SEC Guidance or any Order. Each Holder shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (a) for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal disclosure to the Delay/Suspension Period. The Company may Registration Participants or Holders, as applicable, and their employees, agents and professional advisers who reasonably need to know such information for purposes of assisting such Registration Participants or Holders with respect to its investment in the Common Stock and agree to keep it confidential, (but shall not be obligated tob) withdraw for disclosures to the effectiveness of any Registration Statement extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to this provision. For purposes of this Section 10confidentiality arrangements with such Holder, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%c) of if and to the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (d) as required by applicable Law (provided, that the Controlled CompaniesHolder gives prior written notice to the Company of such requirement no later than five days prior to such disclosure, which notice shall include the contents of the proposed disclosure to the extent it is permitted to do so under applicable Law), and (e) for disclosure to any other Holder who is subject to the foregoing confidentiality requirement.
Appears in 1 contract
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, each of the Issuers shall be entitled to suspend its obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any corporate development that, in the discretion of the Company, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Company shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Issuers may by notice in writing only suspend Registration Actions pursuant to each Holder of Registrable Shares to which the preceding paragraph for one or more periods (each, a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”)) not to exceed, in the filing or the effectiveness of aggregate, (x) sixty days in any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; three month period or (dy) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times ninety days in any 18 twelve month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period , during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies no Liquidated Damages (as defined in Section 5 hereof) shall be payable. Each Suspension Period shall be deemed to begin on the Shareholders Agreementdate the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by date on which the Company gives the Holders a notice that the Suspension Period has terminated and (2) the date on which the number of days during which a Suspension Period has been in effect exceeds, in the aggregate, (x) sixty days in any three month period or by the Controlled Companies(y) ninety days in any twelve month period.
Appears in 1 contract
Samples: Registration Rights Agreement (Duane Reade Holdings Inc)
Suspension. Anything contained Upon receipt of a notice (a “Suspension Notice”) from the Company of the happening of any event that makes any statement made in this Agreement the S-3 or related prospectus untrue or which requires the making of any changes in such S-3 or prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, Purchaser agrees that it shall forthwith discontinue disposition of shares pursuant to such S-3 until Purchaser’s receipt of the copies of the supplemented or amended prospectus (which the Company shall use commercially reasonable efforts to prepare and distribute promptly) or until it is advised in writing 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. Notwithstanding anything to the contrary notwithstandingin this Agreement, upon the delivery of a Suspension Notice the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), delay the filing or the effectiveness of any Registration Statement filed (required amendment or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up supplement to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspensionS-3 if: (a) in the good faith and reasonable judgment of the Board of Directors of the Company, disclosure of such amended information could be seriously detrimental to the Company, and the Board of Directors of the Company concludes, as a result, that it is engaged in a Material Transaction; the best interest of the Company to defer the filing of such amendment or supplement at such time, and (b) the Company furnishes to Purchaser a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company’s board of directors determines that the disclosure required to be included in such Registration Statement , it could be materially seriously detrimental to the Company for such amendment or its then current business plans; (c) supplement to be filed at such time and that it is, therefore, in the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by best interest of the Company to engage in (directly defer the filing of such amendment or indirectly through any of its Subsidiaries) a Material Transaction; or (d) supplement to the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the CompanyS-3; provided, however, that: that (i) the Company may shall have the right to defer such filing for a period of not invoke this right more than three times in any 18 month period; and 30 days, (ii) the Company shall not register any securities for defer its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective obligation in this manner more than two times and (iii) the S-3 Effective Period shall be extended by for the amount of time that the S-3 is unavailable due to such a period equal to the Delay/Suspension Perioddeferral. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject permitted to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of enter stop transfer instructions with the Company’s gross revenue for transfer agent with respect to the last twelve (12) months and the Company and/or its Controlled Companies (as defined Registrable Securities during any period under which a Suspension Notice shall be in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.effect
Appears in 1 contract
Samples: Securities Purchase Agreement (Idaho General Mines Inc)
Suspension. Anything contained in this Agreement to In the contrary notwithstanding, the Company may by notice in writing to each Holder event of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) any request by the Company is engaged in a Material Transaction; SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related Prospectus or for additional information, (b) the Company’s board issuance by the SEC or any other federal or state governmental authority of directors determines that any stop order suspending the disclosure required to be included in such effectiveness of the Registration Statement could be materially detrimental to or the Company or its then current business plans; initiation of any proceedings for that purpose, (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan receipt by the Company of any notification with respect to engage in (directly the suspension of the qualification or indirectly through exemption from qualification of any of its Subsidiaries) a Material Transaction; the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (d) any event or circumstance which, upon the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) advice of the Company’s gross revenue for counsel, necessitates the last twelve (12) months making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company and/or its Controlled Companies shall deliver a certificate in writing to the Trustee (as defined in the Shareholders Agreement“Suspension Notice”) enter into an association agreement with other companiesto the effect of the foregoing and, mergerupon receipt of such Suspension Notice, spin-off, consolidation, acquisition, partnership, profit-sharing agreementsthe Trustee shall refrain from selling any Shares pursuant to the Registration Statement (a “Suspension”) until the Trustee’s receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or the sale of assets until it is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in any such Prospectus. In the Controlled Companiesevent of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice pursuant to this Section 7.04.
Appears in 1 contract
Samples: Stock Contribution Agreement (Rti International Metals Inc)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Company may by notice in writing Stage II Issuer shall be entitled to each Holder of Registrable Shares suspend its obligation to which file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus relatesincluded in the Shelf Registration Statement, delaymake any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the Stage II Issuer, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Stage II Issuer shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Stage II Issuer shall give prompt notice thereof to the Holders and shall as soon as reasonably practicable proceed with all Registration Actions that were suspended pursuant to this paragraph. To the extent JCHC gives any suspension notice under the Existing Registration Rights Agreement or suspends any registration action under the Existing Registration Rights Agreement, JCHC shall be required to suspend Registration Actions and issue a Suspension Notice under this Section 4 for up the same duration and with identical terms as such suspension notice issued under the Existing Registration Rights Agreement. The Stage II Issuer may only suspend Registration Actions pursuant to 60 days the preceding paragraph for one or more periods (the each, a “Delay/Suspension Period”)) not to exceed, in the filing aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the effectiveness obligations of any Registration Statement filed (or the Stage II Issuer to pay Additional Interest under the circumstances set forth in Section 5 hereof, if applicable. Each Suspension Period shall be filed) under Section 2, 3 or 4 or require such Holder deemed to suspend, for up begin on the date the relevant Suspension Notice is given to the Delay/Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Stage II Issuer gives the Holders a notice that the Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections has terminated and (2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged date on which the number of days during which a Suspension Period has been in a Material Transaction; effect exceeds, in the aggregate, (bx) the Company’s board of directors determines that the disclosure required to be included forty-five (45) days in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; three month period or (dy) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes ninety (as determined by the Company’s board of directors90) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times days in any 18 twelve month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.
Appears in 1 contract
Samples: Registration Rights Agreement (Jack Cooper Logistics, LLC)
Suspension. Anything contained (i) Upon the issuance by the SEC of a stop order suspending the effectiveness of a Registration Statement or the initiation of proceedings with respect to a Registration Statement under Section 8(d) or 8(e) of the Securities Act, (ii) if the Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Reoffer Prospectus forming a part of the Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in this Agreement light of the circumstances under which they were made, not misleading (including, in any such case, as a result of the non-availability of financial statements), or (iii) upon the occurrence or existence of any development, event, fact, situation or circumstance relating to Parent that, in the sole discretion of Parent, makes it appropriate to suspend the availability of such Registration Statement and the related Reoffer Prospectus, (A)(1) in the case of clause (ii) above, subject to the contrary notwithstandingnext sentence, Parent shall as promptly as practicable prepare and file a post effective amendment to such Registration Statement or a supplement to the related Reoffer Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Reoffer Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post effective amendment to a Registration Statement, subject to the next sentence, use reasonable best efforts to cause it to be declared effective as promptly as is reasonably practicable and (2) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (B) give notice to the Note Holder that the availability of such Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice, the Company may by notice Note Holder agrees that it shall not sell any Registrable Securities pursuant to the Registration Statement until the Note Holder receives copies of the supplemented or amended Reoffer Prospectus provided for in clause (A) above and/or is notified of the effectiveness of the post-effective amendment to the Registration Statement provided for in clause (A) above, or until it is advised in writing by Parent that the Reoffer Prospectus may be used. In connection with development covered by clause (iii) above, Parent shall be entitled to each Holder exercise its rights pursuant to this Section 8(b) to suspend the availability of Registrable Shares to which a Registration Statement or any Reoffer Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Deferral Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right no more than three times in any 18 month period; and (ii) the 25 days. The Company shall not register any securities for its own account or that be required to specify in the written notice to the Note Holder the nature of any other security holder during any such Delay/Suspension the event giving rise to the Deferral Period. The In the event that Parent shall exercise its rights hereunder, the applicable time period during which such registration must the Registration Statement is to remain effective pursuant to Section 8(a) shall be extended by a period of time equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) duration of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled CompaniesDeferral Period.
Appears in 1 contract
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Company may by notice in writing shall be entitled to each Holder of Registrable Shares suspend its obligation to which file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus relatesincluded in the Shelf Registration Statement, delaymake any other filing with the Commission, for up cause the Shelf Registration Statement or other filing with the Commission to 60 days remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the “Delay/Suspension Period”), issuance by the filing or Commission of a stop order suspending the effectiveness of any the Shelf Registration Statement filed (or the initiation of proceedings with respect to be filed) the Shelf Registration Statement under Section 28(d) or 8(e) of the Securities Act, 3 or 4 or require such Holder to suspend, for up to (B) the Delay/Suspension Period the use occurrence of any Prospectus included in event or the existence of any fact as a result of which the Shelf Registration Statement filed under Sections 2, 3 would or 4 if at the time shall contain any untrue statement of such delay a material fact or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure omit to state any material fact required to be included stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in such Registration Statement could be materially detrimental to the Company light of the circumstances under which they were made, not misleading, or its then current business plans; (cC) the Company reasonably believes that effecting the Registration occurrence or shelf takedownexistence of any corporate development that, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests discretion of the Company; provided, howevermakes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), that: (iB) the Company may not invoke this right more than three times in any 18 month period; and or (iiC) above, the Company shall not register any securities for its own account or that of any other security holder during any such Delay/give prompt notice (a “Suspension Period. The period during which such registration must remain effective shall be extended by a period equal Notice”) thereof to the Delay/Suspension PeriodHolders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to the preceding paragraph for one or more periods (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10each, a “Material Transaction” shall mean a transaction that exceeds twenty percent Suspension Period”) not to exceed, in the aggregate, (20%x) of the Company’s gross revenue for the last sixty days in any three month period or (y) ninety days in any twelve (12) months and the Company and/or its Controlled Companies month period, during which no Liquidated Damages (as defined in Section 5) shall be payable. Each Suspension Period shall be deemed to begin on the Shareholders Agreementdate the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by date on which the Company gives the Holders a notice that the Suspension Period has terminated and (2) the date on which the number of days during which a Suspension Period has been in effect exceeds, in the aggregate, (x) sixty days in any three month period or by the Controlled Companies(y) ninety days in any twelve month period.
Appears in 1 contract
Suspension. Anything Notwithstanding anything to the contrary contained in this Agreement Agreement, but subject to the contrary notwithstandinglimitations set forth in this Section 2(f), the Company may shall be entitled to suspend its obligation to (i) file or submit (but not to prepare) any Registration Statement, (ii) file or submit any amendment to such a Registration Statement, (iii) file, submit or furnish any supplement or amendment to a prospectus included in such a Registration Statement, (iv) make any other filing with the SEC, (v) cause such a Registration Statement or other filing with the SEC to become or remain effective or (vi) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) upon (1) the issuance by notice in writing to each Holder the SEC of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or stop order suspending the effectiveness of any such Registration Statement filed (or the initiation of proceedings with respect to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections Section 8(d) or 8(e) of the Securities Act, (2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) determination of the Company’s board of directors determines that the disclosure required to be included in any such Registration Statement could Action should not be taken because it would reasonably be expected to materially detrimental to interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its then current business plans; subsidiaries or (c3) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of possessing material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s its board of directors) directors determines would reasonably be expected to not be in the best interests of the Company; provided. Upon the occurrence of any of the conditions described in clause (1), however(2) or (3) above in connection with undertaking a Registration Action, that: the Company shall give prompt notice of such suspension (iand whether such action is being taken pursuant to clause (1), (2) or (3) above) (a “Suspension Notice”) to the Investors. Upon the termination of such condition, the Company shall give prompt notice thereof to the Investors and shall promptly proceed with all Registration Actions that were suspended pursuant to this Section 2(f). The Company may only suspend Registration Actions pursuant to clause (2) or (3) above on three occasions during any period of 12 consecutive months for a reasonable time specified in the Suspension Notice but not exceeding an aggregate of 90 days (which period may not be extended or renewed) during such 12 consecutive month period (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Investors and shall be deemed to end on the earlier to occur of (x) the date on which the Company may not invoke this right more than three times in any 18 month period; gives the Investors a notice that the Suspension Period has terminated and (iiy) the date on which the number of days during which a Suspension Period has been in effect exceeds the 90-day limit. Notwithstanding anything to the contrary in this Agreement, the Company shall not register be in breach of, or have failed to comply with, any securities obligation under this Agreement where the Company acts or omits to take any action in order to comply with applicable Law, any SEC Guidance or any Order. Each Investor shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (a) for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal disclosure to the Delay/Suspension Period. The Company may Investors and any underwriters or counterparties in Alternative Transactions, and their employees, agents and professional advisers who reasonably need to know such information, (but shall not be obligated tob) withdraw for disclosures to the effectiveness of any Registration Statement extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to this provision. For purposes of this Section 10confidentiality arrangements with such Investor, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%c) of if and to the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets extent such matters are publicly disclosed by the Company or any of its subsidiaries or any other Person that, to the actual knowledge of such Investor, was not subject to an obligation or duty of confidentiality to the Company or any of its subsidiaries, (d) as required by applicable Law (provided, that the Controlled CompaniesInvestor gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable Law), and (e) for disclosure to any other Investor who is subject to the foregoing confidentiality requirement.
Appears in 1 contract
Samples: Registration Rights Agreement (Halcon Resources Corp)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Company may by notice in writing Issuer shall be entitled to each Holder of Registrable Shares suspend its obligation to which file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus relatesincluded in the Shelf Registration Statement, delaymake any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the Issuer, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Issuer shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuer shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Issuer may only suspend Registration Actions pursuant to the preceding paragraph for up to 60 days one or more periods (the each, a “Delay/Suspension Period”)) not to exceed, in the filing aggregate, (x) forty-five (45) days in any three-month period or (y) ninety (90) days in any twelve-month period. Any Suspension Period will not alter the effectiveness obligations of any Registration Statement filed (or the Issuer to pay Additional Interest under the circumstances set forth in Section 5 hereof, if applicable. Each Suspension Period shall be filed) under Section 2, 3 or 4 or require such Holder deemed to suspend, for up begin on the date the relevant Suspension Notice is given to the Delay/Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuer gives the Holders a notice that the Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections has terminated and (2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged date on which the number of days during which a Suspension Period has been in a Material Transaction; effect exceeds, in the aggregate, (bx) the Company’s board of directors determines that the disclosure required to be included forty-five (45) days in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; three-month period or (dy) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes ninety (as determined by the Company’s board of directors90) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times days in any 18 twelve-month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.
Appears in 1 contract
Samples: Registration Rights Agreement (Carrols Restaurant Group, Inc.)
Suspension. Anything contained in this Agreement to The Company shall have the contrary notwithstandingright, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would exercisable on not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times one occasion in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months month period, from time to time to postpone or suspend (but not for a period exceeding 30 days in the aggregate in any twelve (12) month period) the filing or effectiveness of a Shelf Registration Statement if the Company's Chief Executive Officer or Chief Financial Officer determines, in his or her good faith judgment (evidenced by an officer's certificate), that such registration and offering or continued effectiveness would reasonably be expected to (i) interfere with any material financing, acquisition, disposition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries, including, without limitation, the negotiation of modifications to the Company's affiliation agreements with Sprint PCS (collectively, a "MATERIAL EVENT") or (ii) require public disclosure of a Material Event prior to the time such disclosure might otherwise be required. As promptly as reasonably practicable, the Company shall advise each Selling Investor of the exercise of its right to postpone or suspend the Shelf Registration Statement (but not the nature of or details concerning such exercise) pursuant to this SECTION 2(c). Promptly upon the abandonment, consummation, or termination of the Material Event or the public disclosure of the Material Event, the suspension of the use of the Shelf Registration Statement pursuant to this SECTION 2(c) shall cease and the Company and/or its Controlled Companies (shall promptly comply with SECTION 6 hereof and notify the Investors that disposition of the Registrable Securities may be resumed under the Shelf Registration Statement. Each Investor hereby covenants and agrees that it will not dispose of any Registrable Securities pursuant to the Shelf Registration Statement during the periods for which sales under the Shelf Registration Statement have been suspended as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, set forth above or the sale of assets by until such earlier time as the Company or by shall have notified the Controlled CompaniesInvestors in writing that sales may resume under the Shelf Registration Statement.
Appears in 1 contract
Suspension. Anything contained in this Agreement In the event of (i) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Resale Registration Statement for amendments or supplements to the contrary notwithstandingResale Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Resale Registration Statement or notice (whether written or oral) received by the Parent of the initiation of any proceedings for that purpose; (iii) the receipt by the Parent of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Stock Consideration for sale in any jurisdiction or notice (whether written or oral) received by the Parent of the initiation of any proceedings for that purpose; or (iv) any event or circumstance which, in the reasonable judgment of the Parent, necessitates the making of any changes in the Resale Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Resale Registration Statement, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then in each of the cases (i) through (iv) above, the Company may by Parent shall deliver a notice in writing to each Holder the Company to the effect of Registrable Shares to which a Prospectus relatesthe foregoing and, delay, for up to 60 days (the “Delay/Suspension Period”)upon receipt of such notice, the filing or Company will refrain from selling any Stock Consideration pursuant to the effectiveness of any Resale Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) until the Company’s board receipt of directors determines copies of a supplemented or amended prospectus prepared and filed by the Parent, or until it is advised in writing by the Parent that the disclosure required to current prospectus may be included in used. In the event of any such Registration Statement could be materially detrimental to suspension, the Company or Parent will use its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedowncommercially reasonable efforts, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in consistent with the best interests of the Parent and its stockholders, to cause the use of the prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of the notice regarding such suspension to the Company; provided, however, that: (i) . If resales by the Company may not invoke of the Stock Consideration are suspended under this right more than three times Section 6.2(b)(iii), the period set forth in any 18 month period; and (iiSection 6.2(b)(i)(A) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective the Parent shall be required to maintain the effectiveness of the Resale Registration Statement shall be extended by a period the number of days equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness length of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiessuch suspension(s).
Appears in 1 contract
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, each of the Issuers shall be entitled to suspend its obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) the occurrence or existence of any corporate development that, in the discretion of the Company, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus or (D) information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to the Shelf Registration Statement or an amendment or supplement to such prospectus, in the reasonable opinion of counsel to the Initial Purchasers or the underwriter(s), if any, in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Upon the occurrence of any of the conditions described in clause (A), (B), (C) or (D) above, the Company shall give prompt notice (a “Suspension Notice”) thereof to the Holders of record. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders of record and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Issuers may by notice in writing only suspend Registration Actions pursuant to each Holder of Registrable Shares to which the preceding paragraph twice during any 365-day period (each, a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”)) not to exceed, in the filing or the effectiveness of aggregate, (x) sixty days in any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; three month period or (dy) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times ninety days in any 18 twelve month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period , during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies no Additional Interest (as defined in Section 5 hereof) shall be payable. Each Suspension Period shall be deemed to begin on the Shareholders Agreementdate the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by date on which the Company gives the Holders a notice that the Suspension Period has terminated and (2) the date on which the number of days during which a Suspension Period has been in effect exceeds, in the aggregate, (x) sixty days in any three month period or by the Controlled Companies(y) ninety days in any twelve month period.
Appears in 1 contract
Samples: Registration Rights Agreement (WESTMORELAND COAL Co)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Company may by notice in writing Issuers and the Guarantors shall be entitled to each Holder of Registrable Shares suspend their obligation to which file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus relatesincluded in the Shelf Registration Statement, delaymake any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the general partner of the Company, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Issuers shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuers shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Issuers may only suspend Registration Actions pursuant to the preceding paragraph for up to 60 days one or more periods (the each, a “Delay/Suspension Period”)) not to exceed, in the filing aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the effectiveness obligations of any Registration Statement filed (or the Issuers to pay Additional Interest under the circumstances set forth in Section 5 hereof, if applicable. Each Suspension Period shall be filed) under Section 2, 3 or 4 or require such Holder deemed to suspend, for up begin on the date the relevant Suspension Notice is given to the Delay/Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuers give the Holders a notice that the Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections has terminated and (2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged date on which the number of days during which a Suspension Period has been in a Material Transaction; effect exceeds, in the aggregate, (bx) the Company’s board of directors determines that the disclosure required to be included forty-five (45) days in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; three month period or (dy) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes ninety (as determined by the Company’s board of directors90) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times days in any 18 twelve month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.
Appears in 1 contract
Samples: Registration Rights Agreement (Alta Mesa Holdings, LP)
Suspension. Anything If Parent shall determine pursuant to the good faith judgment of its Chief Executive Officer, or alternatively, the Board of Directors of Parent, that it would be significantly harmful to Parent and its shareholders for resales of Registrable Securities to be made pursuant to the Registration Statement, due to (i) the existence of a material development or potential material development with respect to or involving Parent which Parent would be obligated to disclose in the Prospectus contained in this Agreement to the contrary notwithstandingRegistration Statement, which disclosure would in the Company may by notice in writing to each Holder good faith judgment of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing Chief Executive Officer or the effectiveness Board of any Registration Statement filed (Directors of Parent be premature or to be filed) under Section 2, 3 or 4 or require otherwise inadvisable at such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; providedParent and its shareholders, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and or (ii) the Company shall not register any securities for its own account or that occurrence of any other security holder during event that makes any statement made in such Delay/Suspension PeriodRegistration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then Parent shall deliver a certificate in writing to the Holders to the effect of the foregoing and, upon receipt of such certificate, the use of the Registration Statement and Prospectus will be deferred or suspended and will not recommence until (1) such Holder's receipt from Parent of copies of the supplemented or amended Prospectus, or (2) such Holders are advised in writing by Parent that the Prospectus may be used. The period during Parent will use its Best Efforts to ensure that the use of the Registration Statement and Prospectus may be resumed, as soon as practicable and, in the case of a pending development or event referred to in (i) above, as soon, in the judgment of Parent, as disclosure of the material information relating to such pending development would not have a adverse effect on Parent's ability to consummate the transaction, if any, to which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companiesdevelopment relates.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gadzoox Networks Inc)
Suspension. Anything contained 2.5.1 Subject to Section 2.5.2 below, in this Agreement the event of: (1) any request by the SEC or any other U.S. federal or state governmental authority during the effective period for amendments or supplements to a Registration Statement or related prospectus or for additional information, (2) the issuance by the SEC or any other U.S. federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (3) the receipt by the Company of any notification with respect to the contrary notwithstandingsuspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, or (4) any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that the Registration Statement and the Prospectus will not contain any untrue statement of a material fact and will not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company may by notice shall deliver a certificate in writing to each the Holder (“Suspension Notice”) to the effect of Registrable Shares to the foregoing (which a Prospectus relates, delay, for up to 60 days (notice will not disclose the “Delay/Suspension Period”), the filing or the effectiveness content of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information and will indicate the disclosure date of which during the beginning and end of the intended period specified in of suspension, if known), and, upon receipt of such notice Suspension Notice, the Company reasonably believes Holder will discontinue disposition of Registrable Securities covered by the Registration Statement or Prospectus (as determined “Suspension”) until the Holder's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company’s board , or until the Holder is advised in writing by the Company that the current Prospectus may be used, and have received copies of directors) would not be any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the best interests event of any Suspension, the Company will use its reasonable efforts to cause the use of the Company; providedProspectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Holder, however, that: (i) and the Company will make all necessary amendments that may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities be required for its own account or that of any other security holder during any such Delay/Suspension Periodpurpose. The period during which such registration must remain effective Suspension and Suspension Notice described in this Section 2.5.1 shall be extended held by a period equal to the Delay/Suspension Period. The Company may (but Holder in strictest confidence and shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets disclosed by the Company Holder, except as required by applicable law or by the Controlled Companiesrules of any securities authority or stock exchange.
Appears in 1 contract
Suspension. Anything contained 3.1. Subject to Section 3.2 below, in this Agreement the event: (i) of any request by the SEC or any other federal or state governmental authority, during the Effectiveness Period, for amendments or supplements to the contrary notwithstanding, Registration Statement or related Prospectus or for additional information so that the Company may Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or otherwise fail to comply with the applicable rules and regulations of the federal securities laws; (ii) of the issuance by notice in writing to each Holder the SEC or any other federal or state governmental authority of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or any stop order suspending the effectiveness of any the Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filediii) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Securities for sale in a Registration Statement filed under Sections 2any jurisdiction or the initiation of any proceeding for such purpose, 3 or 4 if at provided that, considering the time advice of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) counsel, the Company reasonably believes that effecting it must qualify in such jurisdiction; (iv) of any event or circumstance that, considering the advice of counsel, the Company reasonably believes necessitates the making of any changes in the Registration Statement or shelf takedownrelated prospectus, as applicableor any document incorporated or deemed to be incorporated therein by reference, would materially so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and adversely affect an ongoing plan by that in the Company case of a related Prospectus, it will not contain any untrue statement of a material fact or any omission to engage state a material fact required to be stated therein or necessary to make the statements therein, in (directly or indirectly through any the light of its Subsidiaries) a Material Transactionthe circumstances under which they were made, not misleading; or (dv) that the Company is reasonably believes, considering the advice of counsel, that the Company may, in possession the absence of material non-public information a suspension described hereunder, be required under state or federal securities laws to disclose any corporate development, the disclosure of which during could reasonably be expected to have a material adverse effect upon the period specified in such notice Company, its stockholders, a potentially material transaction or event involving the Company, or any negotiations, discussions or proposals directly relating thereto; then the Company reasonably believes (as determined by shall, promptly following the Company’s board occurrence of directors) would not be in the best interests any of the Company; providedforegoing events, howeverdeliver a certificate in writing to the Holders (the “Suspension Notice”) to the effect of the foregoing (but in no event, that: (i) without the prior written consent of a Holder, shall the Company may not invoke this right more than three times in disclose to such Holder any 18 month period; and (iiof the facts or circumstances regarding any material nonpublic information) and, upon receipt of such Suspension Notice, the Company shall not register Holders will refrain from selling any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal Registrable Securities pursuant to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, (a “Material Transaction” shall mean Suspension”) until the Holders’ receipt of copies of a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months supplemented or amended prospectus prepared and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets filed by the Company or until the Holders are advised in writing by the Controlled CompaniesCompany that the current Prospectus may be used and the Holders have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus; provided that, in the case of a suspension due to (x) an event described in clause (i), (ii), or (iii) of this Section 3.1, the Suspensions shall not be for more than an aggregate of ninety (90) days in any 365 day period and (y) an event described in clause (iv) or (v) of this Section 3.1, the Suspensions shall not be for more than an aggregate of forty‑five (45) days in any 365 day period.
Appears in 1 contract
Samples: Registration Rights Agreement (Pacific Mercantile Bancorp)
Suspension. Anything contained in i. Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, if the Board of Directors of the Company may by notice determines in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company good faith that it is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company to suspend the use of any or all registration statements covering shares of common stock held by any securityholder of the Company, the Company, by written notice to the Shareholder, may direct the Shareholder to suspend sales of the Registrable Shares pursuant to the Mandatory Shelf Registration Statement for such time as the Company reasonably may determine is necessary and advisable, but in no event for more than thirty (30) consecutive days (the “Suspension Period”), but only if either of the following events will occur: (A) there is material non-public information regarding the Company that (1) the Board of Directors of the Company determines not to be in the Company’s best interest to disclose, (2) would, in the good faith determination of the Board of Directors of the Company, require any revision to the Mandatory Shelf Registration Statement so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (3) the Company is not otherwise required to disclose such material nonpublic information pursuant to SEC reporting obligations at the time a Suspension Notice (as defined below) is delivered to the Shareholder; or (B) the distribution of Registrable Securities would materially impede, delay or interfere with, or require premature disclosure of, (1) a proposed acquisition or disposition of assets by the Company (other than in the ordinary course of business) or any proposed material merger, consolidation, tender offer or other similar transaction or (2) a proposed material debt or equity financing of the Company and, upon consummation of any such transaction set forth in subclause (B)(1) would require the Company to disclose pro forma financial information pursuant to Article 11 of Regulation S-X; provided, however, that: that (ix) the Company may not invoke this right more than three times only cause two (2) Suspension Periods to occur in any 18 12-month period; and (ii) provided, however, that if the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets Effectiveness Grace Period is used by the Company or by then the Controlled CompaniesCompany may only cause one (1) Suspension Period to occur in the first 12-month period beginning on the effective date of the Mandatory Shelf Registration Statement, (y) at least 90 calendar days shall have elapsed between any two Suspension Periods and (z) no Suspension Period shall begin for at least 30 calendar days after the effective date of the Mandatory Shelf Registration Statement or, to the extent applicable, at least 30 calendar days after the end of the Effectiveness Grace Period.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Melinta Therapeutics, Inc. /New/)
Suspension. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company may of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by notice reference, so that, in writing the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to each Holder state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Board has made the good faith determination (A) that continued use by the selling Investors of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (B) that such premature disclosure would be materially adverse to which the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (C) that it is therefore essential to suspend the use by the Investors of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the Company shall furnish to the selling Investors a Prospectus relatescertificate signed by the President or Chief Executive Officer of the Company setting forth one or more of the above described circumstances, delay, and the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) shall be suspended for up to 60 days a period (the “Delay/Suspension Period”), the filing or the effectiveness ) of any Registration Statement filed not more than thirty (or to be filed30) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan days after delivery by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Companycertificate referred to above in this Section 11; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) provided that the Company shall not register any securities for its own account or that of any other security holder be entitled to no more than two such Suspension Periods during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months month period commencing on the Closing Date and during each subsequent twelve (12) month period until the Company and/or its Controlled Companies Mandatory Registration Termination Date (as defined including any extension thereto). During the Suspension Period, none of the Investors shall offer or sell any Registrable Shares pursuant to or in reliance upon the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, Registration Statement (or the sale prospectus relating thereto) and each of assets by the Investors shall keep the fact of the above described certificate and its contents confidential. The Company or by the Controlled Companiesshall use best efforts to terminate any Suspension Period as promptly as practicable.
Appears in 1 contract
Samples: Registration Rights Agreement (Targeted Genetics Corp /Wa/)
Suspension. Anything contained The Holders and Founders agree that, upon receipt of any notice from the Company of the existence of any state of facts or the occurrence of any event (including without limitation pending negotiations relating to, or the consummation of, a transaction, or the occurrence of any event which in the reasonable opinion of the Company might require additional disclosure of material, non-public information by the Company in any registration statement provided for in this Agreement as to which the Company believes in good faith that it has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with the published rules and regulations of the Commission promulgated under the Securities Act or the Exchange Act, as in effect at any relevant time) which might reasonably result in (A) such registration statement, any amendment or post-effective amendment thereof, or any document incorporated therein by reference containing an untrue statement of a material act or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) the prospectus issued under such registration statement, any prospectus supplement, or any document incorporated therein by reference including an untrue statement of material fact or omitting 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, the Holders and Founders will forthwith discontinue disposition of the Registrable Securities or Founders' Shares pursuant to such registration statement for a period which is the shorter of (a) 30 calendar days from the Company's notice to such Holders or (b) until the Holders and Founders receive copies of prospectus supplements or amendments prepared by or on behalf of the Company. If so directed by the Company, the Holders and Founders will deliver to the contrary notwithstanding, Company all copies in their possession of the Company may by notice in writing to each Holder of prospectus covering such Registrable Securities or Founders' Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if current at the time of receipt of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the notice. The Company shall not register any securities be permitted to require the suspension of the disposition of Registrable Securities or Founders' Shares for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness in excess of any Registration Statement subject to this provision. For purposes 90 calendar days or in excess of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined two times in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companieseach case per rolling 12 month period.
Appears in 1 contract
Samples: Registration Rights Agreement (Paradigm Genetics Inc)
Suspension. Anything Notwithstanding anything to the contrary contained in this Agreement Section 2, but subject to the contrary notwithstandinglimitations set forth in this Section 2.6, the Company may shall be entitled to suspend its obligation to (a) file or submit (but not to prepare) any Registration Statement in connection with any Demand Registration or Shelf Registration, (b) file or submit any amendment to such a Registration Statement, (c) file, submit or furnish any supplement or amendment to a prospectus included in such a Registration Statement, (d) make any other filing with the SEC, (e) cause such a Registration Statement or other filing with the SEC to become or remain effective or (f) take any similar actions or actions related thereto (including entering into agreements and actions related to the marketing of securities) (collectively, “Registration Actions”) upon (i) the issuance by notice in writing to each Holder the SEC of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or stop order suspending the effectiveness of any such Registration Statement filed (or the initiation of proceedings with respect to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2Section 8(d) or 8(e) of the Securities Act, 3 (ii) the Board of Directors’ determination, in its good faith judgment, that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or 4 if at require the time public disclosure of such delay any material corporate development or suspension: plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its Subsidiaries or (aiii) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of possessing material non-public information the disclosure of which during the period specified Board of Directors determines, in such notice the Company its good faith judgment, would reasonably believes (as determined by the Company’s board of directors) would be expected to not be in the best interests of the Company; provided, however, that: . Upon the occurrence of any of the conditions described in clause (i) the Company may not invoke this right more than three times in any 18 month period; and ), (ii) or (iii) above in connection with undertaking a Registration Action, the Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to clause (i), (ii) or (iii) above) (a “Suspension Notice”) to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to clause (ii) or (iii) above on two occasions during Table of Contents any period of twelve (12) consecutive months for a reasonable time specified in the Suspension Notice but not exceeding an aggregate of ninety (90) days (which period may not be extended or renewed) during such twelve (12) consecutive month period (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (x) the date on which the Company gives the Holders a notice that the Suspension Period has terminated and (y) the date on which the number of days during which a Suspension Period has been in effect exceeds the 90-day limit during such twelve (12) consecutive month period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 2.6, once the Suspension Period ends the Holders requesting such registration may request a new Demand Registration or Shelf Registration (and any such request for a Demand Registration shall not be counted as an additional Demand Registration for purposes of Section 2.1.1). Notwithstanding anything to the contrary in this Section 2, the Company shall not register be in breach of, or have failed to comply with, any securities obligation under this Section 2 where the Company acts or omits to take any action in order to comply with applicable Law, any SEC Guidance or any Order. Each Holder shall keep confidential the fact that a Suspension Period is in effect unless otherwise notified by the Company, except (a) for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal disclosure to the Delay/Suspension Period. The Company may Registration Participants or Holders, as applicable, and their employees, agents and professional advisers who reasonably need to know such information for purposes of assisting such Registration Participants or Holders with respect to its investment in the Common Stock and agree to keep it confidential, (but shall not be obligated tob) withdraw for disclosures to the effectiveness of any Registration Statement extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who are subject to this provision. For purposes of this Section 10confidentiality arrangements with such Holder, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%c) of if and to the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (d) as required by applicable Law (provided, that the Controlled CompaniesHolder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable Law), and (e) for disclosure to any other Holder who is subject to the foregoing confidentiality requirement.
Appears in 1 contract
Suspension. Anything contained The Company shall have the right, exercisable on not more than one occasion in this Agreement any twelve (12) month period, from time to time to postpone or suspend (but not for a period exceeding 30 days in the contrary notwithstanding, the Company may by notice aggregate in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days any twelve (the “Delay/Suspension Period”), 12) month period) the filing or the effectiveness of any the Shelf Registration Statements (it being understood that the Company can not postpone or suspend one Shelf Registration Statement filed (without postponing or to be filedsuspending the other Shelf Registration Statement) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines Chief Executive Officer or Chief Financial Officer determines, in his or her good faith judgment (evidenced by an officer’s certificate), that the disclosure required such registration and offering or continued effectiveness would reasonably be expected to be included in such Registration Statement could be materially detrimental to (i) interfere with any material financing, acquisition, disposition, corporate reorganization or other material transaction involving the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) subsidiaries, including, without limitation, the Company is in possession negotiation of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by modifications to the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: affiliation agreements with Sprint PCS (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10collectively, a “Material Transaction” Event”) or (ii) require public disclosure of a Material Event prior to the time such disclosure might otherwise be required. As promptly as reasonably practicable, the Company shall mean a transaction that exceeds twenty percent (20%) advise each Selling Investor of the Company’s gross revenue for exercise of its right to postpone or suspend such Shelf Registration Statement (but not the last twelve (12nature of or details concerning such exercise) months pursuant to this Section 2(b). Promptly upon the abandonment, consummation, or termination of the Material Event or the public disclosure of the Material Event, the suspension of the use of such Shelf Registration Statement pursuant to this Section 2(b) shall cease and the Company and/or its Controlled Companies (shall promptly comply with Section 6 hereof and notify the Investors that disposition of the Registrable Securities may be resumed under such Shelf Registration Statement. Each Investor hereby covenants and agrees that it will not dispose of any Registrable Securities pursuant to either Shelf Registration Statement during the periods for which sales under either Shelf Registration Statement have been suspended as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, set forth above or the sale of assets by until such earlier time as the Company or by shall have notified the Controlled CompaniesInvestors in writing that sales may resume under the Shelf Registration Statements.
Appears in 1 contract
Suspension. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company may of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by notice reference, so that, in writing the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to each Holder state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Board has made the good faith determination (A) that continued use by the selling Investors of the Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (B) that such premature disclosure would be materially adverse to which the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (C) that it is therefore essential to suspend the use by the Investors of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the Company shall furnish to the selling Investors a Prospectus relatescertificate signed by the President or Chief Executive Officer of the Company setting forth one or more of the above described circumstances, delay, and the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) shall be suspended for up to 60 days a period (the “Delay/Suspension Period”), the filing or the effectiveness ) of any Registration Statement filed not more than forty-five (or to be filed45) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan days after delivery by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Companycertificate referred to above in this Section 11; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) provided that the Company shall not register any securities for its own account or that of any other security holder be entitled to no more than two such Suspension Periods during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months month period commencing on the Closing Date and during each subsequent twelve (12) month period until the Company and/or its Controlled Companies Mandatory Registration Termination Date (as defined including any extension thereto). During the Suspension Period, none of the Investors shall offer or sell any Registrable Shares pursuant to or in reliance upon the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, Registration Statement (or the sale prospectus relating thereto) and each of assets by the Investors shall keep the fact of the above described certificate and its contents confidential. The Company or by the Controlled Companiesshall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.
Appears in 1 contract
Samples: Registration Rights Agreement (Advancis Pharmaceutical Corp)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Company may by notice in writing Issuers shall be entitled to each Holder of Registrable Shares suspend their obligation to which file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus relatesincluded in the Shelf Registration Statement, delaymake any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Boards of Directors of the Issuers, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Issuers shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuers shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Issuers may only suspend Registration Actions pursuant to the preceding paragraph on no more than two occasions for up to 60 days a period (the a “Delay/Suspension Period”)) not to exceed, in the filing aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the effectiveness obligations of the Issuers to pay Additional Interest under the circumstances set forth in Section 5 hereof, if applicable. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuers give the Holders a notice that the Suspension Period has terminated and (2) the date on which the number of days during which a Suspension Period has been in effect exceeds, in the aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period; provided that the one year period referred to in the last paragraph of Section 5(a) hereof during which the Shelf Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially effective and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective usable shall be extended by a period equal the number of days during which such Registration Statement was not effective or usable pursuant to the Delay/Suspension Period. The Company may foregoing provisions (but which such extension shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) Holders’ sole remedy for the exercise by the Issuers and the Guarantors of the Company’s gross revenue for Suspension Rights during the last twelve (12) months and time period permitted hereunder, but only to the Company and/or its Controlled Companies (as defined in extent that any suspension period does not violate the Shareholders Agreement) enter into an association agreement with other companies, merger, spin45-off, consolidation, acquisition, partnership, profitday period or 90-sharing agreements, or the sale of assets by the Company or by the Controlled Companiesday period set forth above).
Appears in 1 contract
Suspension. Anything contained in this Agreement to the contrary notwithstanding, the Company may by notice in writing to each Holder of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), the filing or the effectiveness of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) Subject to the Company is engaged provisions of Section 2(e), Section 2(g) and Section 3(e) below, in a Material Transaction; (b) the Company’s board of directors event that the Board determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company it is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; providedCompany to suspend the filing of a Demand Registration Statement under Section 2(a), howeveror the use of an effective Demand Registration Statement, thatas applicable, or any related Prospectus, the Company may, upon delivery of a Suspension Notice to the Holders of Registerable Securities covered by any such effective registration statement, suspend the rights of the Holders to offer, sell or distribute any Registerable Securities pursuant to such registration statement or to require the Company to take action with respect to the registration or sale of any Registerable Securities pursuant to such registration statement, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 90-day period or more than 120 days in any 365-day period), if any of the following events will occur: (i) the underwriters of an underwritten public offering of shares of Capital Stock by the Company advise the Company that the 8 4877-1320-6390v 12 concurrent resale of the Registerable Securities by the Holders pursuant to the Demand Registration Statement would have a material adverse effect on the Company’s offering; (ii) there is material non-public information regarding the Company that (A) the Board determines not to be in the Company’s best interest to disclose, (B) would, in the good faith determination of the Company, require a revision to the Demand Registration Statement, as applicable, so that it will not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Company is not otherwise required by applicable securities laws or regulations to disclose at such time; or (iii) there is a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business), including any significant merger, consolidation, tender offer, or other similar transaction) available to the Company that the Board determines not to be in the Company’s best interests to disclose. Upon the earlier to occur of (i) the Company delivering to the Holders an End of Suspension Notice or (ii) the end of the maximum permissible suspension period, the Company will use commercially reasonable efforts to promptly amend or supplement the Demand Registration Statement, if and as applicable, so as to permit the Holders to resume sales of the Registerable Securities as soon as reasonably practicable. (b) Subject to the provisions of Section 3(e), in the event that (i) all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension or (ii) the consummation of any business combination or acquisition by the Company has occurred or is probable that would require the Company to file financial statements with the SEC under Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X, the Company may (A) suspend the rights of the Holders to require the Company to take action with respect to the registration of any Registerable Securities and (B) upon delivery of a Suspension Notice to the Holders with Registerable Securities covered by an effective Demand Registration Statement, may direct such Holders to suspend sales of the Registerable Securities pursuant to such registration statement (in each case, to the extent required under the Securities Act or the Exchange Act), until the date on which the Company has filed such reports or obtained and filed the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Demand Registration Statement. In such case, the Company agrees to use its commercially reasonable efforts to file such reports or obtain and file the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Demand Registration Statement, as applicable, as promptly as reasonably practicable. (c) Subject to the provisions of Section 3(e), with respect to any underwritten public offering of Capital Stock by the Company, each Holder agrees not invoke this right more than three times in to directly or indirectly sell, offer for sale or otherwise transfer any 18 month period; Registerable Securities during any of the following periods: (i) unless the managing underwriters administering the offering otherwise agree, the period commencing 10 days prior to the anticipated effective date of a registration statement for any underwritten public offering of Capital Stock (or any securities convertible into or exchangeable or exercisable for the Capital Stock) and ending 90 days after such effectiveness and (ii) if the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The Demand Registration Statement is a Shelf Registration Statement, unless the managing underwriters administering the offering otherwise agree, the period during which such registration must remain effective shall be extended by a period equal commencing 10 days prior to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) anticipated date of the Company’s gross revenue notice of commencement of distribution in connection with such offering and ending 90 days after the commencement of such distribution. Notwithstanding the provisions of this Section 3(c): (i) any applicable period shall terminate on such earlier date as the Company gives notice to the Holders that the Company declines to proceed with any such offering set forth in this Section 3(c); (ii) all executive officers and directors of the Company then holding shares of Capital Stock or securities convertible into or exchangeable or exercisable for Capital Stock shall enter into similar agreements for not less than the last twelve entire time period required of the Holders hereunder; and (12iii) months the Holders shall be allowed any concession or proportionate release allowed to any executive officer or director that entered into similar agreements. 9 4877-1320-6390v 12 (d) Subject to the provisions of Section 3(e), upon any of the following events: (i) the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Demand Registration Statement, as applicable, or the initiation of any proceedings for that purpose; (ii) any request by the SEC or any other federal or state governmental authority for amendments or supplements to any such registration statement or related Prospectus or for additional information; or (iii) the happening of any event during the period such registration statement is effective (other than the events covered in Section 3(a)) as a result of which such registration statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or such Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Company will deliver a Suspension Notice to the Holders with Registerable Securities covered by any such Demand Registration Statement to suspend sales of the Registerable Securities. (e) In the case of an event that causes the Company to suspend the use of an effective Demand Registration Statement, as applicable, or the related Prospectus pursuant to this Section 3 (each, a “Suspension Event”), the Company will give written notice (a “Suspension Notice”) to the Holders with Registerable Securities covered by such effective registration statement to suspend sales of the Registerable Securities, and such notice will state that such suspension will continue only for so long as the Suspension Event or its effect is continuing and the Company and/or its Controlled Companies is taking all reasonable steps to terminate suspension of the use of such registration statement and any related Prospectus as promptly as reasonably practicable. Each Holder shall keep confidential the fact that a Suspension Event has occurred, the Suspension Notice and the contents of such Suspension Notice for the duration of the suspension or until otherwise notified by the Company, except (i) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential and (ii) as defined required by law, rule or regulation. The Holders will not affect any sales of the Registerable Securities pursuant to such registration statement at any time after it has received a Suspension Notice from the Company prior to receipt of an End of Suspension Notice. If so directed by the Company, the Holders will deliver to the Company (at the reasonable expense of the Company) all copies other than permanent file copies then in the Shareholders AgreementHolders’ possession of the Prospectus covering the Registerable Securities at the time of receipt of the Suspension Notice. Any Holder may recommence effecting sales of the Registerable Securities pursuant to a Demand Registration Statement following further notice to such effect (an “End of Suspension Notice”) enter into an association agreement with other companiesfrom the Company, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale which End of assets Suspension Notice will be given by the Company or by to the Controlled CompaniesHolders in the manner described above promptly following the conclusion of any Suspension Event and its effect. Section 4.
Appears in 1 contract
Samples: Registration Rights Agreement (NorthStar Healthcare Income, Inc.)
Suspension. Anything contained in this Agreement In the case of any registration of Registrable Securities effected by the Company pursuant to the contrary notwithstandingArticle I or Article II, the Company may shall be entitled on up to three (3) occasions in any twelve (12) month period, by providing written notice to the Holders for a period of time not to exceed 105 days in writing the aggregate in such twelve (12) month period, to each Holder (a) defer any registration of Registrable Shares Securities and shall have the right not to which a Prospectus relates, delay, for up file and not to 60 days (the “Delay/Suspension Period”), the filing or cause the effectiveness of any Registration Statement filed registration covering any Registrable Securities, (or to be filedb) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period suspend the use of any Prospectus included in prospectus and registration statement covering any Registrable Securities and (c) require the Holders of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a Registration Statement filed under Sections 2registration statement, 3 or 4 if at the time of such delay or suspension: (a) the Company delivers to the Holders a certificate signed by an executive officer certifying that such suspension is engaged for a valid business purpose determined by the Company in a Material Transaction; good faith and that such registration and offering would (bi) require the Company’s board of directors determines that the disclosure required Company to be included in such Registration Statement could be make an Adverse Disclosure or (ii) materially detrimental to interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) subsidiaries then under consideration. Such certificate shall contain a Material Transaction; or (d) statement of the reasons for such suspension and an approximation of the anticipated length of such suspension, in accordance with the specifications set forth in this Section 3.3. The Purchaser shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 3.1(l). If the Company is postpones registration of Registrable Securities in possession of material nonresponse to an Underwritten Shelf Take-public information Down Notice or requires the disclosure of which during Holders to suspend any Underwritten Offering, the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective applicable Holders shall be extended by a period equal entitled to the Delay/Suspension Period. The Company may (but withdraw such Underwritten Shelf Take-Down Notice, and if they do so, such request shall not be obligated to) withdraw treated for any purpose as the effectiveness delivery of any Registration Statement subject an Underwritten Shelf Take-Down Notice pursuant to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies1.6.
Appears in 1 contract
Samples: Registration Rights Agreement (BCPE Watson (DE) BML, LP)
Suspension. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingand subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Company may by notice in writing Issuers and the Guarantors shall be entitled to each Holder of Registrable Shares suspend their obligation to which file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus relatesincluded in the Shelf Registration Statement, delaymake any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the board of directors of the general partner of the Company, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Issuers shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuers shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Issuers may only suspend Registration Actions pursuant to the preceding paragraph for up to 60 days one or more periods (the each, a “Delay/Suspension Period”)) not to exceed, in the filing aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension Period will not alter the effectiveness obligations of any Registration Statement filed (or the Issuers to pay Additional Interest under the circumstances set forth in Section 5 hereof, if applicable. Each Suspension Period shall be filed) under Section 2, 3 or 4 or require such Holder deemed to suspend, for up begin on the date the relevant Suspension Notice is given to the Delay/Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuers give the Holders a notice that the Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections has terminated and (2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged date on which the number of days during which a Suspension Period has been in a Material Transaction; effect exceeds, in the aggregate, (bx) the Company’s board of directors determines that the disclosure required to be included forty-five (45) days in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; three month period or (dy) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes ninety (as determined by the Company’s board of directors90) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times days in any 18 twelve month period; and (ii) the Company shall not register any securities for its own account or that of any other security holder during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies.
Appears in 1 contract
Samples: Registration Rights Agreement (Alta Mesa Holdings, LP)
Suspension. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the Company may event (a) of any request by notice in writing the SEC or any other federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to each Holder a Registration Statement or related prospectus or for additional information; (b) of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), issuance by the filing SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any a Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filedc) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; (d) of any event or circumstance which necessitates the making of any changes in a Registration Statement filed under Sections 2or related prospectus, 3 or 4 if at any document incorporated or deemed to be incorporated therein by reference, so that, in the time case of such delay a Registration Statement, it will not contain any untrue statement of a material fact or suspension: (a) the Company is engaged in any omission to state a Material Transaction; (b) the Company’s board of directors determines that the disclosure material fact required to be included stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (e) that the Board has made the good faith determination (i) that continued use by the Investors of a Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in a Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the Investors of such Registration Statement could be materially detrimental (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the Company shall furnish to the Company Investors a certificate signed by the President or its then current business plans; (c) Chief Executive Officer of the Company reasonably believes that effecting setting forth one or more of the above described circumstances, and the right of the Investors to use a Registration or shelf takedown, as applicable, would materially Statement (and adversely affect an ongoing plan the prospectus relating thereto) shall be suspended for a period (the “Suspension Period”) of not more than forty-five (45) days after delivery by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Companycertificate referred to above in this Section 12; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) that the Company shall not register any securities for its own account or that of any other security holder be entitled to no more than two (2) Suspension Periods during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and month period. During the Company and/or its Controlled Companies Suspension Period, none of the Investors shall offer or sell any Registrable Securities pursuant to or in reliance upon a Registration Statement (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale prospectus relating thereto) and each of assets by the Investors shall keep the fact of the above described certificate and its contents confidential. The Company or by the Controlled Companiesshall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.
Appears in 1 contract
Samples: Registration Rights Agreement (MiddleBrook Pharmaceuticals, Inc.)
Suspension. Anything contained in this Agreement Notwithstanding Section 4.1 above, Buyer shall not be required to take any action with respect to the contrary notwithstandingregistration or the declaration or continuation of effectiveness a Shelf Registration Statement following notice to Seller from Buyer (a “Suspension Notice”) of the existence of any state of facts or the happening of any event (including, without limitation, pending negotiations relating to, or the Company may consummation of, a transaction, or the occurrence of any event which in the opinion of Buyer’s outside counsel requires additional disclosure of material, non-public information by notice Buyer in writing to each Holder of Registrable Shares the Shelf Registration Statement as to which Buyer believes it has a Prospectus relates, delay, bona fide business purpose for up preserving confidentiality or which renders Buyer unable to 60 days (comply with the “Delay/Suspension Period”), published rules and regulations of the filing SEC promulgated under the Securities Act or the effectiveness Exchange Act, as in effect at any relevant time) which might reasonably result in (i) the Shelf Registration Statement, any amendment or post-effective amendment thereto, or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) the Prospectus issued under the Shelf Registration Statement, or any document incorporated therein by reference including an untrue statement of material fact or omitting to state a material fact necessary to in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Upon receipt of a Suspension Notice from Buyer, Seller will forthwith discontinue disposition of all Registrable Securities pursuant to any Shelf Registration Statement filed (until receipt from Buyer of copies of Prospectus supplements or amendments prepared by or on behalf of Buyer, together with a notification that the Suspension Notice is no longer in effect, and, if so directed by Buyer, Seller will deliver to be filed) under Section 2, 3 or 4 or require Buyer all copies in their possession of the Prospectus covering such Holder to suspend, for up to the Delay/Suspension Period the use of any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if shares current at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included in such Registration Statement could be materially detrimental to the Company or its then current business plans; (c) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect an ongoing plan by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Company; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) the Company shall not register any securities for its own account or that receipt of any other security holder during any such Delay/Suspension PeriodNotice. The period during which such registration must remain Buyer has agreed to keep the Shelf Registration Statement effective shall be extended by a period equal to the Delay/length of time during which any Suspension PeriodNotice shall be in effect. The Company may (but In addition, Buyer shall not be obligated toto effect, or to take any action to effect, any registration pursuant to Section 4.1 above during the period that is sixty (60) withdraw days before Buyer’s good faith estimate of the effectiveness date of any filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Buyer-initiated registration, provided, that Buyer is actively employing all commercially reasonable efforts to cause such Buyer-initiated registration statement to become effective or during the Effectiveness Period of a Shelf Registration Statement subject previously filed by Buyer pursuant to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled Companies4.1.
Appears in 1 contract
Samples: Shareholders’ and Registration Rights Agreement (Cree Inc)
Suspension. Anything If Parent shall determine in good faith that it would be detrimental to Parent and its stockholders for resales of Registrable Securities to be made pursuant to any Registration Statement, due to (i) the existence of a material development or potential material development with respect to or involving Parent which Parent would be obligated to disclose in the Prospectus contained in this Agreement to such Registration Statement, which disclosure would in the contrary notwithstanding, the Company may by notice in writing to each Holder good faith judgment of Registrable Shares Parent be premature or otherwise inadvisable at such time or would have an adverse affect upon Parent and its stockholders or as to which Parent has a Prospectus relatessignificant, delaybona fide business purpose for preserving confidentiality, for up to 60 days or (ii) the “Delay/Suspension Period”), the filing or the effectiveness occurrence of any Registration Statement filed (or to be filed) under Section 2, 3 or 4 or require such Holder to suspend, for up to the Delay/Suspension Period the use of event that makes any Prospectus included in a Registration Statement filed under Sections 2, 3 or 4 if at the time of such delay or suspension: (a) the Company is engaged in a Material Transaction; (b) the Company’s board of directors determines that the disclosure required to be included statement made in such Registration Statement could or related Prospectus or any document incorporated or deemed to be materially detrimental incorporated therein by reference untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then Parent shall deliver a certificate in writing to the Company Holders to the effect of the foregoing and, upon receipt of such certificate, the use of such Registration Statement and Prospectus will be deferred or suspended and will not recommence until (1) such Holder's receipt from Parent of copies of the supplemented or amended Prospectus, or (2) such Holders are advised in writing by Parent that the Prospectus may be used. Parent will use its then current business plans; commercially reasonable efforts to ensure that the use of such Registration Statement and Prospectus may be resumed as soon as practicable and, in the case of a pending development or event referred to in (ci) the Company reasonably believes that effecting the Registration or shelf takedownabove, as applicablesoon, would materially and adversely affect an ongoing plan by in the Company to engage in (directly or indirectly through any judgment of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the Parent, as disclosure of which during the period specified in material information relating to such notice the Company reasonably believes pending development (as determined by the Company’s board of directorsx) would not be in have an adverse effect on Parent's ability to consummate the best interests of the Companytransaction, if any, to which such development relates or (y) would otherwise cease to have a significant adverse effect upon Parent and its stockholders; provided, however, that: under this Section 1.2(b), Parent may postpone or suspend effectiveness of a Registration Statement for one or more periods of up to 60 consecutive days (i) the Company may but not invoke this right more than three times 60 consecutive days) during the Effectiveness Period, provided that all such delays do not exceed 90 ninety days in the aggregate during the Effectiveness Period (each, an “Allowed Delay”). Notwithstanding anything to the contrary herein, no Stockholder who is an employee of Parent may sell shares of Parent Common Stock under the Registration Statement (A) during any 18 month period; and blackout period imposed on all employees of Parent, (iiB) during the Company shall not register any securities for its own account or that period of any other security holder during contractual lockup with respect to a Stockholder's Shares, or (C) when any such Delay/Suspension Periodsale would otherwise be prohibited by Parent's xxxxxxx xxxxxxx policy. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but Parent shall not be obligated to) withdraw required to extend the effectiveness of any such Registration Statement subject to this provision. For purposes of this Section 10for any such period described in (A), a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%B) of the Company’s gross revenue for the last twelve or (12) months and the Company and/or its Controlled Companies (as defined in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, or the sale of assets by the Company or by the Controlled CompaniesC).
Appears in 1 contract
Suspension. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstanding---------- contrary, in the Company may event (i) of any request by notice in writing the SEC or any other federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to each Holder a Registration Statement or related prospectus or for additional information; (ii) of Registrable Shares to which a Prospectus relates, delay, for up to 60 days (the “Delay/Suspension Period”), issuance by the filing SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any a Registration Statement filed or the initiation of any proceedings for that purpose; (or to be filediii) under Section 2, 3 or 4 or require such Holder to suspend, for up of the receipt by the Company of any notification with respect to the Delay/Suspension Period suspension of the use qualification or exemption from qualification of any Prospectus included of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; (iv) of any event or circumstance which necessitates the making of any changes in a Registration Statement filed under Sections 2or related prospectus, 3 or 4 if at any document incorporated or deemed to be incorporated therein by reference, so that, in the time case of such delay a Registration Statement, it will not contain any untrue statement of a material fact or suspension: (a) the Company is engaged in any omission to state a Material Transaction; (b) the Company’s board of directors determines that the disclosure material fact required to be included stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (v) that the Board has made the good faith determination (A) that continued use by the selling Investors of a Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in a Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (B) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (C) that it is therefore essential to suspend the use by the Investors of such Registration Statement could be materially detrimental (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the Company shall furnish to the Company selling Investors a certificate signed by the President or its then current business plans; (c) Chief Executive Officer of the Company reasonably believes that effecting setting forth one or more of the above described circumstances, and the right of the selling Investors to use a Registration or shelf takedown, as applicable, would materially Statement (and adversely affect an ongoing plan the prospectus relating thereto) shall be suspended for a period (the "Suspension Period") of not more than forty-five (45) days after delivery by the Company to engage in (directly or indirectly through any of its Subsidiaries) a Material Transaction; or (d) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes (as determined by the Company’s board of directors) would not be in the best interests of the Companycertificate referred to above in this Section 11; provided, however, that: (i) the Company may not invoke this right more than three times in any 18 month period; and (ii) provided that the Company shall not register any securities for its own account or that of any other security holder be entitled to no more than two such Suspension Periods during any such Delay/Suspension Period. The period during which such registration must remain effective shall be extended by a period equal to the Delay/Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. For purposes of this Section 10, a “Material Transaction” shall mean a transaction that exceeds twenty percent (20%) of the Company’s gross revenue for the last twelve (12) months month period commencing on the First Closing and during each subsequent twelve (12) month period until the Company and/or its Controlled Companies Mandatory Registration Termination Date (as defined including any extension thereto). During the Suspension Period, none of the Investors shall offer or sell any Registrable Securities pursuant to or in the Shareholders Agreement) enter into an association agreement with other companies, merger, spin-off, consolidation, acquisition, partnership, profit-sharing agreements, reliance upon a Registration Statement (or the sale prospectus relating thereto) and each of assets by the Investors shall keep the fact of the above described certificate and its contents confidential. The Company or by the Controlled Companiesshall use commercially reasonable efforts to terminate any Suspension Period as promptly as practicable.
Appears in 1 contract
Samples: Registration Rights Agreement (Advancis Pharmaceutical Corp)
