Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (90) days in the aggregate in any twelve-month period if (i) the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such registration would be materially detrimental to the Company and its stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may ...
Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 2 until a date not later than ninety (90) days after the Required Filing Date if at the time the Company receives the Demand Request:
Deferral of Filing. Notwithstanding anything to the contrary in this Agreement, the Company may defer the filing (but not the preparation) of a registration statement required by Section 3 until a date not later than 60 days (less the number of days during the previous twelve months that the use of a prospectus was suspended pursuant to this Section 5 or Section 11(a)) after the date of receipt by the Company of a request for a Demand Registration if at the time the Company receives such request it is 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 Company determines in good faith that such disclosure would be materially detrimental to the Company and its shareholders. Any registration statement the filing of which is deferred pursuant to the foregoing shall be filed forthwith if the negotiations or other activities are disclosed or terminated. In order to defer the filing of a registration statement pursuant to this Section 5, the Company shall promptly, upon determining to seek such deferral, deliver to each requesting holder a certificate signed by the President or Chief Financial Officer of the Company stating that the Company is deferring such filing in accordance with this Section 5. Within 20 days after receiving such certificate, the requesting holder may withdraw such request by giving notice to the Company, and, if withdrawn, the request for a Demand Registration shall be deemed not to have been made for all purposes of this Agreement, provided that the Company may defer the filing of a registration statement pursuant to the foregoing not more than once during any twelve month period.
Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than ninety (90) days after the filing of the 2012 Form 20-F Date if at the time of the filing of the 2012 Form 20-F and for two weeks thereafter, the Company is 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 the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its shareholders. A deferral of the filing of a registration statement pursuant to this Section 2.1.2 shall be lifted, and the registration statement shall be filed forthwith, if the negotiations or other activities are disclosed or terminated. In order to defer the filing of a registration statement pursuant to this Section 2.1.2, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Investor a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.2 and a general statement of the reason for such deferral and an approximation of the anticipated delay (subject to the execution of a confidentiality agreement if required by law or contract).
Deferral of Filing. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good-faith judgment of the Company based on the advice of counsel (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement or (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than once in any six-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, the Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. In order to defer the filing of a registration statement pursuant to this Section 2.1.6, the Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.1.6 and a statement of the reason for such deferral and an approximation of the anticipated delay.
Deferral of Filing. Anything herein to the contrary notwithstanding, the Corporation may defer the filing of any registration statement otherwise required to be filed by it pursuant to Section 3 for up to 90 days if the Corporation notifies each requesting holder promptly after such request that the Corporation's Board of Directors has determined in its good faith judgment that the requested registration and offering would require disclosure of pending or contemplated matters or information, the disclosure of which would likely be detrimental to the Corporation or materially interfere with its or its subsidiaries business or a pending or contemplated material transaction involving the Corporation or any of its subsidiaries which period may be extended for up to an additional 90 days upon a subsequent determination by the Board of Directors in good faith that the conditions for deferral still exist. In addition to the foregoing deferral rights, the Corporation shall not be required to file any registration statement pursuant to Section 3 (i) within 90 days after the effectiveness of a registration statement relating to a Demand Registration or (ii) within 180 days (or such shorter period as may be permitted by the underwriters lock-up agreement, if any) after the effectiveness of a registration statement referred to in Section 4 unless the number of securities held by holders of Registrable Securities included in such prior registration statement referred to in this clause (ii) was less than 80% of the number of shares such holders requested to include in which event the period of delay under this clause (ii) shall be 90 days.
Deferral of Filing. The Company may defer the filing (but not the preparation thereof) of a Registration Statement required by Section 2.3 if, after a request is made, the Board of Directors of the Company has determined in good faith after consultation with independent outside counsel, that the filing of a Registration Statement would require disclosure in the Registration Statement of material, non-public information in order to make the statements in the Registration Statement not misleading which the Company has a bona fide business purpose for preserving as confidential, and disclosure of which would have an adverse effect on the Company or its business. The Company may defer the registration under this paragraph (b) pursuant to the preceding sentence until the earlier of (A) the date upon which such material information is disclosed to the public or disclosure would no longer be material or materially detrimental or (B) 90 days after the Company first makes such good faith determination; provided, however, that the Company shall not utilize this right to defer more than once in any twelve-month period.
Deferral of Filing. (i) The Company may defer the filing (but not the preparation) of a registration statement with respect to a Demand Registration until a date not later than 60 days after the Required Filing Date if (A) at any time prior to the Required Filing Date, the Company or any of its subsidiaries is 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 the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (B) prior to receiving the Demand Request, the Company is actively engaged in discussions with underwriters with respect to a registered underwritten public offering of the Company's securities for the Company's account and is proceeding with reasonable diligence to effect such offering; provided that a deferral pursuant to this clause (B) may only occur in the case of a Second Demand Registration and that incidental registration rights under Section 6.1.2 shall be available (subject to the limitations set forth therein).
Deferral of Filing. TERP may defer the filing (but not the preparation) of a Registration Statement required by Section 2.1 if in the opinion of TERP’s counsel, any registration of Registrable Securities would require disclosure of information not otherwise then required by law to be publicly disclosed and, in the good faith and reasonable judgment of the board of directors of TERP, such disclosure is reasonably expected to materially and adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction or event involving TERP (a “Valid Business Reason”) until such Valid Business Reason no longer exists. In no event shall TERP avail itself of the right to defer the filing of a Registration Statement relating to a Demand Request for more than ninety (90) days in the aggregate in any period of 365 consecutive days; and TERP shall give notice of its determination to defer the filing of a Registration Statement pursuant to this Section 2.1.6, which notice shall include a general statement of the reason for such deferral (to the extent possible without including material non-public information) and an approximation of the anticipated delay, and of the fact that the Valid Business Reason for such deferral no longer exists, in each case, promptly after the occurrence thereof. Within twenty (20) days of receiving the notice of TERP’s determination to defer the filing of a Registration Statement pursuant to this Section 2.1.6, any Requesting Holder may withdraw its Registrable Shares from such Demand Request by giving notice to TERP, and the Holders of at least a majority of the number of Registrable Shares requested to be included in a Demand Registration may withdraw such Demand Request by giving notice to TERP; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.
Deferral of Filing. Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting the filing of a registration statement pursuant to Section 3.2(a), a certificate signed by the President or Chief Executive Officer of the Company stating either (i) that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, or (ii) that the Company intends to file its initial registration statement for the Company's Initial Public Registration within ninety (90) days of notice of the Initiating Holder, then the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holder; PROVIDED, HOWEVER, that the Company may not utilize this right more than once in any twelve (12)-month period.
