Blockage Periods Sample Clauses

Blockage Periods. Notwithstanding any other provision of this Agreement, the Company shall be permitted to defer the filing of any registration statement under Sections 3.4 or 3.6 if the Company’s Board of Directors determines in good faith, as certified in writing by the Company’s President or Chief Executive Officer to the holder of Registrable Securities requesting registration pursuant to any of the said Sections, that the filing of such a registration statement at such time would be seriously detrimental to the business of the Company. The Company may decline to file any registration statement for this reason only once in any 12-month period and only for a maximum period of 90 days at any one time.
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Blockage Periods. Prior to and for the one hundred eighty (180) day period following the date of the Company's Initial Public Offering, the Company shall not be obligated to file any Registration Statement under Section 2. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to file any Registration Statement under Section 2 at any time that (after having had discussions with the Demanding Holder) the Company's Board of Directors determines in good faith, as certified to the Demanding Holder in writing by the Company's President, Chief Executive Officer, Chief Financial Officer, Chief Legal Officer or Chief Operating Officer that the filing of such a Registration Statement would be seriously detrimental (including, without limitation, if the filing of a Registration Statement would require disclosure of a pending material transaction where such disclosure could impair the Company's ability to complete such transaction) to the business of the Company. The Company may decline to file any Registration Statement for this reason only twice in any 12-month period and only for a maximum period of 90 days at any one time. If the Company declines to file any Registration Statement pursuant to this Section 4, it shall not file any Registration Statement (other than a Form S-4 or Form S-8) without the prior written approval of the Demanding Holder, which approval may be withheld at the Demanding Holder's sole discretion, unless and until it files a Registration Statement including Registrable Securities under Section 2 hereof.
Sample 1Sample 2
Blockage Periods. No cash payments of principal, interest, fees, interest or indemnities on or in respect of the Subordinated Indebtedness may be made so long as there is an Event of Default (each as defined in the Convertible Notes Indenture). For clarity, accrual of PIK Interest is permitted.
Sample 1
Blockage Periods. Notwithstanding any other provision of this Agreement, the Company shall be permitted to defer the filing of any registration statement under Sections 3.3, 3.4 or 3.6 if the Company’s Board of Directors determines in good faith, as certified in writing by the Company’s President or Chief Executive Officer to the holder of Registrable Securities requesting registration pursuant to any of the said Sections, that the filing of such a registration statement at such time would be seriously detrimental to the business of the Company. The Company may decline to file any registration statement for this reason only once in any 12-month period and only for a maximum period of 90 days at any one time.
Sample 1
Blockage Periods. Notwithstanding any other provision of this Agreement, GridAmerica HoldCo shall not be obligated to file (but shall be obligated to continue the preparation of) any Registration Statement under Section 6.1 at any time that GridAmerica HoldCo or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of GridAmerica HoldCo determines in good faith (after consultation with the Selling Shareholders participating in such offering) that such disclosure would be materially detrimental to the Company and its Unit holders or would have a material adverse effect on any such confidential negotiations or other confidential business activities. GridAmerica HoldCo may decline to file any Registration Statement for this reason only once in any 12-month period and only for a maximum period of 90 days at any one time. If GridAmerica HoldCo declines to file any Registration Statement pursuant to this Section 6.4, it shall notify the affected Selling Shareholders (the "Clear Notification") promptly after the circumstances preventing the filing of the Registration Statement under Section 6.1 no longer apply. For a period of 20 Business Days following receipt of a Clear Notification (the "Request Period") the Selling Shareholders shall have the right to request a Demand Registration pursuant to Section 6.1(a) or 6.1(c). GridAmerica HoldCo shall not be permitted to file a registration statement to register Shares for offering by GridAmerica HoldCo or any stockholder other than a Selling Shareholder (except on Form S-4 or Form S-8) until:
Sample 1
Blockage Periods a. If (i) any Obligor shall default in the payment of any Senior Indebtedness (whether principal, interest, or other amount) when the same becomes due and payable, whether at maturity or at a date fixed for scheduled payment or by declaration or acceleration or otherwise (a "Payment Default Event"), and (ii) the Subordinated Lender shall have received a Payment Default Notice, then no Obligor shall make, and Subordinated Lender shall not accept or receive, any direct or indirect payment or distribution of any kind or character (whether in cash, securities, assets, by set-off, or otherwise), on account of the Subordinated Indebtedness during the Payment Blockage Period applicable to such Payment Default Event; provided, however, that in the case of any payment on or in respect of any Subordinated Indebtedness that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "Scheduled Payment Date") during such Payment Blockage Period, the provisions of this Section 4.a shall not prevent the making of such payment (a "Scheduled Payment") on or after the date immediately following the termination of such Payment Blockage Period. The foregoing provisions of this subsection to the contrary notwithstanding, the failure by Parent to make a Scheduled Payment on a Scheduled Payment Date during a Payment Blockage Period shall constitute a default to the extent provided under the Subordinated Debt Documents; provided, however, that if Parent makes such Scheduled Payment within 5 Business Days following the termination of such Payment Blockage Period at a time when such Scheduled Payment is otherwise permitted to be made hereunder, such default shall be deemed to have been cured. In the event that, notwithstanding the foregoing, any Obligor shall make any payment to Subordinated Lender prohibited by the foregoing provisions of this Section 4.a, then and in such event such payment shall be segregated by Subordinated Lender and held in trust for the benefit of and immediately shall be paid over to Senior Lender (in the same form received, with all necessary endorsements) for application against the Senior Indebtedness remaining unpaid until the Senior Indebtedness is paid in full.
Sample 1

Related to Blockage Periods

  • Commencement of Interest Periods The first Interest Period shall commence on the Drawdown Date and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

  • Compensation for Breakage or Non-Commencement of Interest Periods Borrower shall compensate each Lender, as promptly as practicable after written request by such Lender (which request shall set forth the basis for requesting such amounts and shall be conclusive absent manifest error), for all reasonable losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or deployment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrower.

  • Suspension Periods The Company may, after receiving the written consent of both Univar NV, CD&R Investor and Temasek Investor, (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 Shelf Registration or (ii) prior to the pricing of any Underwritten Offering or other offering of Registrable Shares pursuant to a Demand Registration or an S-3 Shelf Registration, delay such underwritten or other offering (and, if it so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the Company determines (x) that proceeding with such an offering would require the Company to disclose material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel), would not otherwise be required to be disclosed at that time but for the filing, effectiveness or continued use of such Registration Statement and that the disclosure of such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially and adversely affect the Company or the Group or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including, if material, any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other transaction. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 5.05 is herein called a “Suspension Period”. If pursuant to this Section 5.05 the Company delays or withdraws a Demand Registration or S-3 Shelf Registration requested by a Stockholder, such Stockholder shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation on the number of such registrations set forth in Section 5.02 or Section 5.04. The Company shall provide prompt written notice to the Stockholders of the commencement and termination of any Suspension Period (and any withdrawal of a Registration Statement pursuant to this Section 5.03). The Stockholders shall keep the existence of each Suspension Period confidential. In no event (i) may the Company deliver notice of a Suspension Period to the Stockholders more than two times in any calendar year (or more than once in a six month period) and (ii) shall a Suspension Period or Suspension Periods be in effect for an aggregate of 90 days or more in any calendar year or any single period of time in excess of 60 days.

  • Number of Interest Periods There may be no more than 6 different Interest Periods for LIBOR Loans outstanding at the same time.

  • Fiscal Periods Change its fiscal year-end and fiscal quarter-ends to dates other than December 31 and the last day of each March, June, September and December, respectively.

  • Notice Periods Each Drawdown Notice, Rollover Notice, Conversion Notice and Prepayment Notice shall be given to the Administrative Agent:

  • Grace Periods The related Mortgage or Mortgage Note provides a grace period for Monthly Payments no longer than ten (10) days from the applicable Due Date.

  • Black-Out Periods (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible.

  • Blackout Periods If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 4(a) hereof, such distribution shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (A) the end of the calendar year in which such distribution would otherwise have been made and (B) a date that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have been made hereunder.

  • Performance Cycle The Performance Cycle for this Award shall commence on May 1, 2006, and shall end on December 31, 2008.

Time is Money Join Law Insider Premium to draft better contracts faster.