Delay of Filing or Sales. (a) The Company shall have the right, upon giving notice to the Selling Stockholders of the exercise of such right, to delay filing a registration statement or to require such Selling Stockholders not to sell any Registrable Securities pursuant to a registration statement for a period of 90 days from the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, if (i) the Company is engaged in negotiations with respect to, or has taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other similar transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any of the foregoing, a "Material Activity"), (ii) such Material Activity would, in the opinion of counsel for the Company, require disclosure so as to permit the Registrable Securities to be sold in compliance with law, and (iii) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests. Notwithstanding anything in the foregoing to the contrary, the Company will not have the right to delay the filing of a registration statement or the selling of Registrable Securities if at any time during the 365 days preceding the date on which such notice was given the Company had delayed either the filing of a registration statement that included Registrable Securities or the selling of Registrable Securities.
Delay of Filing or Sales. (a) The Company shall have the right, exercisable by giving notice of the exercise of such right to the applicable Selling Stockholders, subject to Section 2.6(b), at any time and from time to time, to delay filing or the declaration of effectiveness of a Registration Statement or to require the applicable Selling Stockholders not to sell any Registrable Securities pursuant to an effective Registration Statement for a period not in excess of 120 days beginning on the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the Registration Statement, if:
Delay of Filing or Sales. (a) The Company shall have the right, upon giving notice to the Selling Stockholder of the exercise of such right, to delay filing a registration statement or to require such Selling Stockholder not to sell any Registrable Securities pursuant to a registration statement for a period of 180 days from the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, if (i) the Company is engaged in negotiations with respect to, or has taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other similar transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any of the foregoing, a "Material Activity"), (ii) such Material Activity would, in the opinion of counsel for the Company, require disclosure so as to permit the Registrable Securities to be sold in compliance with law, and (iii) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests; provided that the Company may not utilize this right more than once in any six-month period.
Delay of Filing or Sales. The Company shall have the right, upon giving notice to the Investor (the "Notice") of the exercise of such right, to delay filing a registration statement or to require such Investor not to sell any Eligible Securities pursuant to a registration statement for the Time Period (as defined below) if (i) the Company is engaged in or proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any such negotiation, step, event or state of facts being herein called a "Material Activity"), and (ii) the disclosure of such Material Activity could, in the reasonable judgment of the Company, be adverse to its interest. "Time Period" shall mean a period from the date on which the Notice is given until the earlier of (x) 180 days, or such shorter period of time as may be specified in the Notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, and (y) the second day after the conditions in clause (i) and (ii) have ceased to exist.
Delay of Filing or Sales. If (i) the Board of Directors of the Company determines that filing a registration statement or maintaining the effectivness of a current registration statement would have a material adverse effect on the Company or its stockholders in relation to any material acquisition or disposition, financing or other corporate transaction and the Company has determined in good faith that disclosure thereof would not be in the best interests of the Company and its stockholders at the time requested by the Noteholders or (ii) the Company has determined in good faith that filing a registration statement or maintaining the effectiveness of a current registration statement would require disclosure of material information the Company has a valid business purpose of retaining as confidential at such time, the Company shall be entitled to postpone filing or suspend the use by the Noteholder of the Demand Registration or Shelf Registration for a reasonable period of time, but not in excess of 60 consecutive calendar days. The Company shall be entitled to exercise such postponement or suspension rights more than one time in any calendar year; provided that such exercise shall not prevent the Noteholders from being entitled to at least 240 days of effective registration rights per year and that no postponement or suspension period may commence if it is less than 30 calendar days from the prior such suspension period. Other than the initial Shelf Registration contemplated above, the Company shall not be obligated to effect any Shelf Registration within 120 days after the effective date of a previous registration statement filed by the Company (except for registrations on Form S-4 or Form S-8, or other forms prescribed under the Securities Act for the same purpose or for an exchange offer).
Delay of Filing or Sales. The Company shall have the right at xxx xxxx xxx from time to time to delay filing or the declaration of effectiveness of a Registration Statement or to require Investors not to sell any Registrable Securities pursuant to an effective Registration Statement for not in excess of 90 days beginning on the date on which such notice is given or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the Registration Statement, but in no event before the lapse of ninety (90) days after the effectiveness of such Shelf Registration Statement, if (a) the Company is engaged in or proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other transaction, or there is an event or state of facts relating to the Company, in any such case which is material to the Company (any such negotiation, step, event or state of facts being herein called a "MATERIAL ACTIVITY") and (b) such Material Activity would, in the reasonable opinion of the Company, require disclosure so as to permit the Registrable Securities to be sold in compliance with law; provided, that the Company may not delay the filing of a Registration Statement or the sale of any Registrable Securities whether pursuant to one or more notices as set forth above for more than an aggregate of 90 days within any 12-month period. The Company shall have no obligation to include in any notice contemplated hereby any reference to or description of the facts based upon which the Company is delivering such notice. Any periods during which sales of Registrable Securities are prohibited pursuant to Section 3(l) of this Agreement shall count toward the 90-day period described in this Section 2(e), as if the Company had declared Material Activities existed during such periods.
Delay of Filing or Sales. (a) Holding shall have the right, exercisable by giving written notice signed by an executive officer of Holding of the exercise of such right to the Unitholder Representative, subject to Section 2.5(b), at any time and from time to time and specifying that it is pursuant to this Section 2.5, to delay filing or the declaration of effectiveness of a Registration Statement or to require the applicable Selling Unitholders not to sell any Registrable Securities pursuant to an effective Registration Statement for up to two periods of sixty days per Demand Period, which may be consecutive, each beginning on the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by Holding to such effect if Holding shall determine, in its good faith judgment, that it is not in the best interest of Holding (1) to proceed with such filing or request for effectiveness or to allow such sale at such time, or (2) to permit offerings given priority pursuant to Section 2.8 (any such notice, a "Delaying Event"). In order for the exercise of the right pursuant to clause (1) set forth in the immediately preceding sentence to be valid, Holding shall prohibit sales of Capital Units and Holding Units by its directors and executive officers and any other holders of registration rights with respect to such securities for so long as sales of Units by Unitholders are prohibited by this Section 2.5.
Delay of Filing or Sales. If (i) the Board of Directors of the Company determines due to a contemplated acquisition or disposition, material financing or other corporate transaction that it would be inadvisable to effect a Demand Registration at the time requested by the Holders or (ii) the Company has determined in good faith that the filing or maintaining effectiveness of a current registration statement would require disclosure of material information the Company has a valid business purpose of retaining as confidential at such time, the Company shall be entitled to postpone filing or suspend the use by the Holder of the Demand Registration, Shelf Registration or Noteholder Shelf Registration for a reasonable period of time, but not in excess of 180 consecutive calendar days. The Company shall not be entitled to exercise such suspension right more than one (1) time in any calendar year.
Delay of Filing or Sales. The Company shall have the right, upon giving notice to the Selling Stockholders of the exercise of such right, to require such Selling Stockholders not to sell any Registrable Securities pursuant to a registration statement for a period of 180 days from the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, if (i) the Company is engaged in negotiations with respect to, or has taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other similar transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any of the foregoing, a “Material Activity”), (ii) such Material Activity would be reasonably likely, in the opinion of counsel for the Company, to require disclosure so as to permit the Registrable Securities to be sold in compliance with law, and (iii) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests.
Delay of Filing or Sales. (a) CCI shall have the right, exercisable by giving written notice of the exercise of such right to the applicable Selling Stockholders, subject to Section 2.5(b) at any time and from time to time and specifying that it is pursuant to this Section 2.5, to delay filing or the declaration of effectiveness of a Registration Statement or to require the applicable Selling Stockholders not to sell any Registrable Securities pursuant to an effective Registration Statement for a period not in excess of 120 days beginning on the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by CCI to such effect prior to or during the effectiveness of the Registration Statement, if:
