Blackout Provisions. (a) By delivery of written notice to any of the Purchaser, the Registering Stockholders and the other holders of Registrable Shares, stating which one or more of the following limitations shall apply to the addressee of such written notice, the Company may (1) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive months, (2) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise), in each case for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed). (b) The Company may postpone effecting a registration or apply to any person specified in clauses (2) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable Shares, as the case may be, would materially and adversely affect an offering of Equity Securities of the Company the preparation of which had then been commenced or (2) 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 would not be in the best interests of the Company. (c) If the Company shall take any action pursuant to paragraph (a) above, the period during which the Registering Stockholders may exercise their respective rights under Sections 1 and 2 shall be extended by one day beyond the Commencement Date for each day that, pursuant to this Section 4, the Company postpones effecting a registration, requires any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person to refrain from disposing of Registrable Shares.
Appears in 2 contracts
Samples: Registration Rights Agreement (WMF Group LTD), Registration Rights Agreement (Winokur Herbert S Jr)
Blackout Provisions. (a) By delivery The Company shall have the right, but not the obligation, to postpone the filing of the Registration Statement or to suspend the use of the Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of the Registration Statement following the occurrence of a Suspension Event, the Company, by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to the Registration Statement until the Suspension Event has ended (provided that in no event shall such notice to any of Holder contain any material, nonpublic information, unless such Holder requested such information or has at such time an employee designated as a director on the Purchaser, the Registering Stockholders and the other holders of Registrable Shares, stating which one or more of the following limitations Board). A Suspension Event shall apply be deemed to the addressee of such written notice, have occurred if: (i) the Company may is actively pursuing an underwritten primary offering of equity securities; (1ii) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive months, the Company in good faith determined that (2A) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration offer or (3) require such addressee to refrain from otherwise disposing sale of any Registrable Shares owned by such addressee Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; (whether B) after the advice of counsel, sale of Registrable Securities pursuant to Rule 144 the 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 purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or 144A under the Securities Act Company’s ability to consummate such transaction, or otherwise)(z) disclosure would render the Company unable to comply with SEC requirements, in each case for under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed).
(b) The Company may postpone effecting a registration or apply to any person specified in clauses (2) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable Sharespost-effective basis, as the case may be, would materially and adversely affect an offering of Equity Securities of the Company the preparation of which had then been commenced applicable; or (2iii) the Company shall have determined in good faith, after the advice of counsel, 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 would not be required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the 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) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement for more than thirty (30) consecutive days or for more than ninety (90) days in any 12 month period and the first day of any such suspension must be at least five (5) days after the last day of any prior suspension (each, an “Allowable Suspension Period”), except, but nonetheless still requiring the payment of Additional Shares pursuant to Section 4.1(c), as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.
(b) If and when the Company gives a Suspension Notice to the Holders to suspend sales of the Registrable Securities following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities (the “Prospectus”) at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) upon the delivery by the Company of notice that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. Notwithstanding anything to the contrary, the Company shall, to the extent that such action is not in violation of Law, cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of a Suspension Notice from the Company and for which the Holder has not yet settled.
(c) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, but nonetheless still requiring the payment of Additional Shares pursuant to Section 4.1(c), the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to any Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to any Registration Statement shall be suspended until the date on which the Company has filed such reports, and the Company shall notify the Holders in writing as promptly as practicable when such suspension is no longer required.
(d) If the Company shall take any action pursuant to paragraph clause (aii) above, the of Section 4.6(a) with respect to any participating Holder in a period during which the Registering Stockholders may exercise their respective rights Company shall be required to cause a Registration Statement to remain effective under Sections 1 the Securities Act and 2 the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the Commencement Date end of such period for each day that, pursuant to this Section 44.6(a), the Company postpones effecting a registration, requires any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person shall require such Person to refrain from disposing of Registrable SharesSecurities owned by such Person.
Appears in 2 contracts
Samples: Stockholders Agreement (Trade Street Residential, Inc.), Standby Purchase Agreement (Trade Street Residential, Inc.)
Blackout Provisions. (a) By delivery The Company shall have the right, but not the obligation, to postpone the filing of the Registration Statement or to suspend the use of the Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company reasonably determines that it should delay the filing of, or suspend the effectiveness and/or use of, the Registration Statement following the occurrence of a Suspension Event, the Company, by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders that the filing or effectiveness, as applicable, of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to an effective Registration Statement until the Suspension Event has ended (provided that in no event shall such notice to any Holder contain any material, non-public information, unless such Holder requested such information or has at such time an employee designated as a director on the Board). A Suspension Event shall be deemed to have occurred if: (i) the Company is actively pursuing an underwritten primary offering of equity securities for its own account; (ii) the Company in good faith determines 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 significant transaction involving the Company; (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material, non-public information not otherwise required to be disclosed under applicable law; and (C) (x) the Company has a bona fide business purposes 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) disclosure would render the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Purchaser, Company to supplement the Registering Stockholders and the other holders of Registrable Shares, stating which one Registration Statement or more of the following limitations shall apply file a post-effective amendment to the addressee Registration Statement in order to incorporate information into the Registration Statement for the purpose of such written notice, the Company may (1) postpone effecting a registration including in the Registration Statement any prospectus required under this Agreement pursuant to this Section 4 on one occasion during any period 10(a)(3) of nine consecutive months, the Securities Act; (2) require such addressee to refrain from disposing reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of Transaction Registrable Shares under the registration 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) require including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such addressee to refrain from otherwise disposing information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares owned by Securities as soon as practicable. In no event shall the Company be permitted to suspend the filing or use of a Registration Statement for more than thirty (30) consecutive days or for more than ninety (90) days in any 12-month period, and the first day of any such addressee suspension must be at least five (whether pursuant to Rule 144 or 144A under 5) days after the Securities Act or otherwise)last day of any prior suspension (each, in each case for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewedan “Allowable Suspension Period”).
(b) The If all reports required to be filed by the Company may postpone effecting a registration pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or apply distribute any Registrable Securities pursuant to any person specified in clauses (2) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1) an investment banking firm of recognized national standing shall advise Registration Statement or to require the Company and the Registering Stockholders in writing that effecting to take action with respect to the registration or sale of any Registrable Securities pursuant to any Registration Statement shall be suspended until the disposition by such person of Registrable Shares, as the case may be, would materially and adversely affect an offering of Equity Securities of date on which the Company the preparation of which had then been commenced or (2) has filed such reports, and the Company shall notify the Holders in writing as promptly as practicable when such suspension is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Companyno longer required.
(c) If the Company shall take any action pursuant to paragraph clause (aii) above, the of Section 4.6(a) with respect to any participating Holder in a period during which the Registering Stockholders may exercise their respective rights Company shall be required to cause a Registration Statement to remain effective under Sections 1 the Securities Act and 2 the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the Commencement Date end of such period for each day that, pursuant to this Section 44.6(a), the Company postpones effecting a registration, requires any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person shall require such Person to refrain from disposing of Registrable SharesSecurities owned by such Person.
Appears in 2 contracts
Samples: Security Holder's Agreement (Farmland Partners Inc.), Contribution Agreement (Farmland Partners Inc.)
Blackout Provisions. (a) By delivery The Company shall have the right, but not the obligation, to postpone the filing of the Registration Statement or to suspend the use of the Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of the Registration Statement following the occurrence of a Suspension Event, the Company, by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to the Registration Statement until the Suspension Event has ended (provided that in no event shall such notice to any of Holder contain any material, nonpublic information, unless such Holder requested such information or has at such time an employee designated as a director on the Purchaser, the Registering Stockholders and the other holders of Registrable Shares, stating which one or more of the following limitations Board). A “Suspension Event” shall apply be deemed to the addressee of such written notice, have occurred if: (i) the Company may is actively pursuing an underwritten primary offering of equity securities; (1ii) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive months, the Company in good faith determined that (2A) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration offer or (3) require such addressee to refrain from otherwise disposing sale of any Registrable Shares owned by such addressee Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; (whether B) after the advice of counsel, sale of Registrable Securities pursuant to Rule 144 the 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 purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or 144A under the Securities Act Company’s ability to consummate such transaction, or otherwise)(z) disclosure would render the Company unable to comply with SEC requirements, in each case for under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed).
(b) The Company may postpone effecting a registration or apply to any person specified in clauses (2) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable Sharespost-effective basis, as the case may be, would materially and adversely affect an offering of Equity Securities of the Company the preparation of which had then been commenced applicable; or (2iii) the Company shall have determined in good faith, after the advice of counsel, 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 would not be required by law, rule or regulation or that it is in the best interests of the Company.
Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (c1) If including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the 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) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take any such action pursuant as is necessary to paragraph (a) abovemake resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the period during which Holders to resume sales of the Registering Stockholders may exercise their respective rights under Sections 1 and 2 Registrable Securities as soon as practicable. In no event shall be extended by one day beyond the Commencement Date for each day that, pursuant to this Section 4, the Company postpones effecting be permitted to suspend the use of a registrationRegistration Statement for more than thirty (30) consecutive days or for more than ninety (90) days in any 12 month period and the first day of any such suspension must be at least five (5) days after the last day of any prior suspension as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, requires any person to refrain from disposing in which case the Company shall terminate the suspension of Transaction Registrable Shares under a registration or otherwise requires any person to refrain from disposing the use of Registrable Sharesthe Registration Statement immediately following the effective date of the post-effective amendment.
Appears in 2 contracts
Samples: Stockholders Agreement (Plymouth Industrial REIT Inc.), Stockholders Agreement (Plymouth Industrial REIT Inc.)
Blackout Provisions. (a) By Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to any of the Purchaser, the Registering Stockholders and the other holders of Registrable SharesShares (a "SUSPENSION NOTICE"), stating which one or more of the following limitations shall apply to the addressee of such written noticeSuspension Notice, the Company may (1) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive monthsAgreement, or (2) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise)registration, in each either case for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed).
(b) The Company may postpone effecting a registration or apply to any person specified in clauses clause (2) and (3of Section 4(a) of paragraph (a) above any of the limitations on dispositions specified in such clauses clause if (1) the Company in good faith determines that such registration or disposition would materially impede, delay or interfere with any material financing, offer or sale of Equity Securities or debt securities of the Company, acquisition, disposition or other material transaction by the Company or any of its material subsidiaries, (2) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable SharesShares or other Equity Securities of the Company, as the case may be, would materially and adversely affect an offering of Equity Securities of the Company, by the Company for its own account the preparation of which had then been commenced commenced, or (23) the Company in good faith determines that 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 would not be in the best interests of the Company; provided that the Company may not take any action pursuant to this Section 4(b) for a period of time in excess of 90 days in any one year period.
(c) If the Company shall take any action pursuant to paragraph Section 4(a) with respect to a Registering Stockholder or other holder of Registrable Shares in connection with a registration, then (a1) abovenot later than 30 days after the action is taken, Registering Stockholders and Other Registering Stockholders holding a majority of the Transaction Registrable Shares may by written notice to the Company elect to withdraw a registration that shall have been requested pursuant to Section 1 or (2) if the registration shall not have been withdrawn pursuant to the preceding clause (1), the period during which the Registering Stockholders Stockholder may exercise their respective its rights under Sections 1 and 2 shall be extended by one day beyond the Commencement Termination Date for each day that, pursuant to this Section 44(a), the Company postpones effecting a registration, requires any person the Registering Stockholder or other holder to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person the Registering Stockholder or other holder to refrain from disposing of Registrable Shares.
(d) If the Company shall take any action pursuant to clause 2 of Section 4(a) with respect to any Registering Stockholder or other holder of Registrable Shares in a period during which the Company shall be required under Section 3(e) to cause the Registration Statement to remain effective under the Securities Act and the Prospectus to remain current, such period shall be extended for such person by one day beyond the end of such period for each day that, pursuant to Section 4(a), the Company shall require such person to refrain from disposing of Transaction Registrable Shares owned by such person.
Appears in 2 contracts
Samples: Registration Rights Agreement (Qwest Communications International Inc), Registration Rights Agreement (Qwest Communications International Inc)
Blackout Provisions. (a) By Notwithstanding anything in this Agreement to the contrary, beginning on the day that is ninety (90) days following August 22, 2013, by delivery of written notice to any of the Purchaser, the Registering Stockholders and the other holders of Registrable Shares, Participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such written noticeSuspension Notice, the Company may (1) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive monthsAgreement, or (2) require such addressee to refrain from disposing of Transaction Registrable Shares Securities under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise)registration, in each either case with respect to clauses (w) and (x) in the following sentence, (A) for a reasonable time specified in period of no more than ninety (90) consecutive days from the notice but not exceeding 90 days delivery of such Suspension Notice (which period may not be extended or renewed).
) and (bB) for not more than three periods in any twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period, it being understood that any postponement or delay in disposition of Registrable Securities pursuant to clause (y) in the following sentence which occurs during or immediately adjacent to a delay or postponement pursuant to clause (w) or (x) in the following sentence shall count towards such ninety (90) day limit. The Company may postpone effecting a registration or apply to any person the limitations on dispositions specified in clauses (2clause 2 of this Section 2.06(a) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1w) an investment banking firm the Board of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable Shares, as the case may be, would materially and adversely affect an offering of Equity Securities Directors of the Company (the preparation “Board”) in good faith determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of which had then been commenced or its subsidiaries, (2x) the Board in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board reasonably believes would not be in the best interests of the CompanyCompany or (y) during any Scheduled Black-Out Period, provided any such postponement pursuant to this clause (y) shall not extend longer than such Scheduled Black-Out Period.
(cb) If the Company shall take any action pursuant to paragraph (aclause 2 of Section 2.06(a) above, the with respect to any Participating Holder in a period during which the Registering Stockholders may exercise their respective rights Company shall be required to cause a Registration Statement to remain effective under Sections 1 the Securities Act and 2 the prospectus to remain current, such period shall be extended for such Participating Holder by one (1) day beyond the Commencement Date end of such period for each day that, pursuant to this Section 42.06(a), the Company postpones effecting a registration, requires any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person shall require such Participating Holder to refrain from disposing of Registrable SharesSecurities owned by such Participating Holder.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Pershing Square Capital Management, L.P.)
Blackout Provisions. (a) By delivery The Company shall have the right to delay the effectiveness of written notice to any such Shelf Registration Statement, or suspend the use of the Purchaser, Prospectus if the Registering Stockholders and the other holders Board of Registrable Shares, stating which one or more of the following limitations shall apply to the addressee of such written notice, the Company may (1) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive months, (2) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise), in each case for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed).
(b) The Company may postpone effecting a registration or apply to any person specified in clauses (2) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable Shares, as the case may be, would materially and adversely affect an offering of Equity Securities Directors of the Company the preparation of which had then been commenced or (2) determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice would have a material adverse effect on a pending acquisition, divestiture or financing transaction that is material to the Company reasonably believes and its subsidiaries taken as a whole or would require premature disclosure of information not otherwise required to be in disclosed which would have a material adverse effect on the best interests of the Company.
(c) If Company and its subsidiaries taken as a whole. In addition, if the Company shall take any action make an acquisition that requires the filing of financial statements with respect to one or more businesses acquired by the Company pursuant to paragraph (a) aboveArticle 3-05 of Regulation S-X promulgated under the Securities Act or any successor rule, in order for the Shelf Registration Statement to continue to meet the requirements under the Securities Act, the period during which Company shall advise the Registering Stockholders may exercise their respective rights in writing of the consummation of such acquisition and sales of Spin-Off Shares under Sections 1 and 2 the Shelf Registration Statement shall be extended suspended until such time that such financial statements are filed by one day beyond the Commencement Date for each day that, Company with the SEC with respect to such business or businesses. The Company shall use reasonable efforts to obtain or cause to be prepared and to file such financial statements as promptly as reasonably practicable after such acquisition. The Company may not restrict any sales pursuant to this Section 42.03(a) unless prior written notice is provided to Stockholder, and the Company shall promptly advise Stockholder in writing when such restrictions are no longer applicable. In addition, the Company postpones effecting may not restrict sales by Stockholder pursuant to this Section 2.03(a) for a registrationperiod in excess of 95 consecutive days and may not further restrict sales pursuant to this Section 2.03(a) for a period of 30 days following the termination of any prior restriction under this Section 2.03(a).
(b) Notwithstanding anything in this Agreement to the contrary, requires the Company may not restrict sales by Stockholder pursuant to Section 2.02(a) or 2.03(a) for a total of more than 180 days during any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person to refrain from disposing of Registrable Sharesone-year period.
Appears in 1 contract
Samples: Stockholder Agreement (Salomon Inc)
Blackout Provisions. (a) By Notwithstanding anything in this Agreement to the contrary, beginning on the day that is ninety (90) days following August 22, 2013, by delivery of written notice to any of the Purchaser, the Registering Stockholders and the other holders of Registrable Shares, Participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such written noticeSuspension Notice, the Company may (1) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive monthsAgreement, or (2) require such addressee to refrain from disposing of Transaction Registrable Shares Securities under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise)registration, in each either case with respect to clauses (w) and (x) in the following sentence, (A) for a reasonable time specified in period of no more than ninety (90) consecutive days from the notice but not exceeding 90 days delivery of such Suspension Notice (which period may not be extended or renewed).
) and (bB) for not more than three periods in any twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period, it being understood that any postponement or delay in disposition of Registrable Securities pursuant to clause (y) in the following sentence which occurs during or immediately adjacent to a delay or postponement pursuant to clause (w) or (x) in the following sentence shall count towards such ninety (90) day limit. The Company may postpone effecting a registration or apply to any person the limitations on dispositions specified in clauses (2clause 2 of this Section 2.06(a) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1w) an investment banking firm the Board of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable Shares, as the case may be, would materially and adversely affect an offering of Equity Securities Directors of the Company (the preparation “Board”) in good faith determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of which had then been commenced or its subsidiaries, (2x) the Board in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board reasonably believes would not be in the best interests of the CompanyCompany or (y) during any Scheduled Black-Out Period, provided any such postponement pursuant to this clause (y) shall not extend longer than such Scheduled Black-Out Period.
(cb) If the Company shall take any action pursuant to paragraph (aclause 2 of Section 2.06(a) above, the with respect to any Participating Holder in a period during which the Registering Stockholders may exercise their respective rights Company shall be required to cause a Registration Statement to remain effective under Sections 1 the Securities Act and 2 the prospectus to remain current, such period shall be extended for such Participating Holder by one (1) day beyond the Commencement Date end of such period for each day that, pursuant to this Section 4, 2.06(a) the Company postpones effecting a registration, requires any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person shall require such Participating Holder to refrain from disposing of Registrable SharesSecurities owned by such Participating Holder.
Appears in 1 contract
Blackout Provisions. (a) By Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to any of the Purchaser, the Registering Stockholders and the other holders of Registrable SharesShares (a "SUSPENSION NOTICE"), stating which one or more of the following limitations shall apply to the addressee of such written noticeSuspension Notice, the Company may (1) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive monthsAgreement, or (2) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise)registration, in each either case for a reasonable time specified in the notice but not exceeding 90 days in any one year period (which period may not be extended or renewed).
(b) The Company may postpone effecting a registration or apply to any person specified in clauses clause (2) and (3of Section 4(a) of paragraph (a) above any of the limitations on dispositions specified in such clauses clause if (1) the Company in good faith determines that such registration or disposition would materially impede, delay or interfere with any material financing, offer or sale of Equity Securities or debt securities of the Company, acquisition, disposition or other material transaction by the Company or any of its material subsidiaries, (2) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable SharesShares or other Equity Securities of the Company, as the case may be, would materially and adversely affect an offering of Equity Securities of the Company, by the Company for its own account the preparation of which had then been commenced commenced, or (23) the Company in good faith determines that 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 would not be in the best interests of the Company; provided that the Company may not take any action pursuant to this Section 4(b) for a period of time in excess of 90 days in any one year period.
(c) If the Company shall take any action pursuant to paragraph Section 4(a) with respect to a Registering Stockholder or other holder of Registrable Shares in connection with a registration, then (a1) abovenot later than 30 days after the action is taken, Registering Stockholders holding a majority of the Transaction Registrable Shares may by written notice to the Company elect to withdraw a registration that shall have been requested pursuant to Section 1 or (2) if the registration shall not have been withdrawn pursuant to the preceding clause (1), the period during which the Registering Stockholders Stockholder may exercise their respective its rights under Sections 1 and 2 shall be extended by one day beyond the Commencement Termination Date for each day that, pursuant to this Section 44(a), the Company postpones effecting a registration, requires any person the Registering Stockholder or other holder to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person the Registering Stockholder or other holder to refrain from disposing of Registrable Shares.
(d) If the Company shall take any action pursuant to clause 2 of Section 4(a) with respect to any Registering Stockholder or other holder of Registrable Shares in a period during which the Company shall be required under Section 3(e) to cause the Registration Statement to remain effective under the Securities Act and the Prospectus to remain current, such period shall be extended for such person by one day beyond the end of such period for each day that, pursuant to Section 4(a), the Company shall require such person to refrain from disposing of Transaction Registrable Shares owned by such person.
Appears in 1 contract
Samples: Registration Rights Agreement (Qwest Communications International Inc)
Blackout Provisions. (a) By delivery The Company shall have the right to delay the effectiveness of written notice to any such Shelf Registration Statement, or suspend the use of the Purchaser, Prospectus if the Registering Stockholders and the other holders Board of Registrable Shares, stating which one or more of the following limitations shall apply to the addressee of such written notice, the Company may (1) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive months, (2) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise), in each case for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed).
(b) The Company may postpone effecting a registration or apply to any person specified in clauses (2) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable Shares, as the case may be, would materially and adversely affect an offering of Equity Securities Directors of the Company the preparation of which had then been commenced or (2) determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice would have a material adverse effect on a pending acquisition, divestiture or financing transaction that is material to the Company reasonably believes and its subsidiaries taken as a whole or would require premature disclosure of information not otherwise required to be in disclosed which would have a material adverse effect on the best interests of the Company.
(c) If Company and its subsidiaries taken as a whole. In addition, if the Company shall take any action make an acquisition that requires the filing of financial statements with respect to one or more businesses acquired by the Company pursuant to paragraph (a) aboveArticle 3-05 of Regulation S-X promulgated under the Securities Act or any successor rule, in order for the Shelf Registration Statement to continue to meet the requirements under the Securities Act, the period during which Company shall advise the Registering Stockholders may exercise their respective rights in writing of the consummation of such acquisition and sales of Acquisition Shares under Sections 1 and 2 the Shelf Registration Statement shall be extended suspended until such time that such financial statements are filed by one day beyond the Commencement Date for each day that, Company with the SEC with respect to such business or businesses. The Company shall use reasonable efforts to obtain or cause to be prepared and to file such financial statements as promptly as reasonably practicable after such acquisition. The Company may not restrict any sales pursuant to this Section 42.03(a) unless prior written notice is provided to Stockholder, and the Company shall promptly advise Stockholder in writing when such restrictions are no longer applicable. In addition, the Company postpones effecting may not restrict sales by Stockholder pursuant to this Section 2.03(a) for a registrationperiod in excess of 95 consecutive days and may not further restrict sales pursuant to this Section 2.03 for a period of 30 days following the termination of any prior restriction under this Section 2.03(a).
(b) Notwithstanding anything in this Agreement to the contrary, requires the Company may not restrict sales by Stockholder pursuant to Section 2.02(a) or 2.03(a) for at total of more than 180 days during any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person to refrain from disposing of Registrable Sharesone-year period.
Appears in 1 contract
Samples: Stockholder Agreement (Salomon Inc)
Blackout Provisions. (a) By delivery The Company shall have the right, but not the obligation, to postpone the filing of the Registration Statement or to suspend the use of the Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of the Registration Statement following the occurrence of a Suspension Event, the Company, by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to the Registration Statement until the Suspension Event has ended (provided that in no event shall such notice to any of Holder contain any material, nonpublic information, unless such Holder requested such information or has at such time an employee designated as a director on the Purchaser, the Registering Stockholders and the other holders of Registrable Shares, stating which one or more of the following limitations Board). A Suspension Event shall apply be deemed to the addressee of such written notice, have occurred if: (i) the Company may is actively pursuing an underwritten primary offering of equity securities; (1ii) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive months, the Company in good faith determined that (2A) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration offer or (3) require such addressee to refrain from otherwise disposing sale of any Registrable Shares owned by such addressee Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; (whether B) after the advice of counsel, sale of Registrable Securities pursuant to Rule 144 the 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 purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or 144A under the Securities Act Company’s ability to consummate such transaction, or otherwise)(z) disclosure would render the Company unable to comply with SEC requirements, in each case for under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed).
(b) The Company may postpone effecting a registration or apply to any person specified in clauses (2) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable Sharespost-effective basis, as the case may be, would materially and adversely affect an offering of Equity Securities of the Company the preparation of which had then been commenced applicable; or (2iii) the Company shall have determined in good faith, after the advice of counsel, 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 would not be required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the 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) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement for more than thirty (30) consecutive days or for more than ninety (90) days in any 12 month period and the first day of any such suspension must be at least five (5) days after the last day of any prior suspension (each, an "Allowable Suspension Period"), except, but nonetheless still requiring the payment of Additional Shares pursuant to Section 4.1(c), as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.
(b) If and when the Company gives a Suspension Notice to the Holders to suspend sales of the Registrable Securities following a Suspension Event, the Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities (the “Prospectus”) at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement (or such filings) upon the delivery by the Company of notice that the Suspension Event or its potential effects are no longer continuing (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the Company to the Holders in the same manner as the Suspension Notice promptly following the conclusion of any Suspension Event and its effect. Notwithstanding anything to the contrary, the Company shall, to the extent that such action is not in violation of Law, cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder's receipt of a Suspension Notice from the Company and for which the Holder has not yet settled.
(c) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, but nonetheless still requiring the payment of Additional Shares pursuant to Section 4.1(c), the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to any Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to any Registration Statement shall be suspended until the date on which the Company has filed such reports, and the Company shall notify the Holders in writing as promptly as practicable when such suspension is no longer required.
(d) If the Company shall take any action pursuant to paragraph clause (aii) above, the of Section 4.6(a) with respect to any participating Holder in a period during which the Registering Stockholders may exercise their respective rights Company shall be required to cause a Registration Statement to remain effective under Sections 1 the Securities Act and 2 the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the Commencement Date end of such period for each day that, pursuant to this Section 44.6(a), the Company postpones effecting a registration, requires any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person shall require such Person to refrain from disposing of Registrable SharesSecurities owned by such Person.
Appears in 1 contract
Samples: Stockholders Agreement (Trade Street Residential, Inc.)
Blackout Provisions. (a) By delivery The Company shall have the right, but not the obligation, to postpone the filing of the Registration Statement or to suspend the use of the Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company reasonably determines that it should delay the filing of, or suspend the effectiveness and/or use of, the Registration Statement following the occurrence of a Suspension Event, the Company, by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a "Suspension Notice"), shall notify the Holders that the filing or effectiveness, as applicable, of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to an effective Registration Statement until the Suspension Event has ended (provided that in no event shall such notice to any Holder contain any material, non-public information, unless such Holder requested such information or has at such time an employee designated as a director on the Board). A Suspension Event shall be deemed to have occurred if: (i) the Company is actively pursuing an underwritten primary offering of equity securities for its own account; (ii) the Company in good faith determines 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 significant transaction involving the Company; (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material, non-public information not otherwise required to be disclosed under applicable law; and (C) (x) the Company has a bona fide business purposes 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) disclosure would render the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Purchaser, Company to supplement the Registering Stockholders and the other holders of Registrable Shares, stating which one Registration Statement or more of the following limitations shall apply file a post-effective amendment to the addressee Registration Statement in order to incorporate information into the Registration Statement for the purpose of such written notice, the Company may (1) postpone effecting a registration including in the Registration Statement any prospectus required under this Agreement pursuant to this Section 4 on one occasion during any period 10(a)(3) of nine consecutive months, the Securities Act; (2) require such addressee to refrain from disposing reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of Transaction Registrable Shares under the registration 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) require including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such addressee to refrain from otherwise disposing information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares owned by Securities as soon as practicable. In no event shall the Company be permitted to suspend the filing or use of a Registration Statement for more than thirty (30) consecutive days or for more than ninety (90) days in any 12-month period, and the first day of any such addressee suspension must be at least five (whether pursuant to Rule 144 or 144A under 5) days after the Securities Act or otherwise)last day of any prior suspension (each, in each case for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewedan "Allowable Suspension Period").
(b) The If all reports required to be filed by the Company may postpone effecting a registration pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or apply distribute any Registrable Securities pursuant to any person specified in clauses (2) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1) an investment banking firm of recognized national standing shall advise Registration Statement or to require the Company and the Registering Stockholders in writing that effecting to take action with respect to the registration or sale of any Registrable Securities pursuant to any Registration Statement shall be suspended until the disposition by such person of Registrable Shares, as the case may be, would materially and adversely affect an offering of Equity Securities of date on which the Company the preparation of which had then been commenced or (2) has filed such reports, and the Company shall notify the Holders in writing as promptly as practicable when such suspension is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Companyno longer required.
(c) If the Company shall take any action pursuant to paragraph clause (aii) above, the of Section 4.6(a) with respect to any participating Holder in a period during which the Registering Stockholders may exercise their respective rights Company shall be required to cause a Registration Statement to remain effective under Sections 1 the Securities Act and 2 the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the Commencement Date end of such period for each day that, pursuant to this Section 44.6(a), the Company postpones effecting a registration, requires any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person shall require such Person to refrain from disposing of Registrable SharesSecurities owned by such Person.
Appears in 1 contract
Blackout Provisions. (a) By Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to any of the Purchaser, the Registering Stockholders and the other holders of Registrable SharesShares (a "Suspension Notice"), stating which one or more of the following limitations shall apply to the addressee of such written noticeSuspension Notice, the Company may (1) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive monthsAgreement, (2) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares or other Equity Securities of the Company owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise), in each case for a reasonable time specified in the notice but not exceeding 90 60 days (which period may not be extended or renewed).
(b) The Company may postpone effecting a registration or apply to any person specified in clauses (2) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1) the Company is then taking, or proposes to take, any of the actions referred to in Section 3(f), (2) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable SharesShares or other Equity Securities of the Company, as the case may be, would materially and adversely affect an offering of Equity Securities of the Company the preparation of which had then been commenced or (23) 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 would not be in materially and adversely affect the best interests of the Company.
(c) If the Company shall take any action pursuant to paragraph (a) above, the period during which the Registering Stockholders may exercise their respective rights under Sections 1 and 2 shall be extended by one day beyond the Commencement Termination Date for each day that, pursuant to this Section 4, the Company postpones effecting a registration, requires any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person to refrain from disposing of Registrable SharesShares or other Equity Securities of the Company.
Appears in 1 contract
Samples: Merger Agreement (Icon CMT Corp)
Blackout Provisions. (a) By delivery At any time following the Company's ------------------- receipt of written any demand for registration pursuant to Section 7.2.1 or 7.2.2 and prior to the effectiveness of the registration statement filed pursuant to such provisions, the Company may, by notice to any of the Purchaser, the Registering Stockholders and the other all holders of Registrable SharesSecurities to be included in such registration, stating which one elect to delay the filing of any registration statement or more any request for acceleration of effectiveness thereof or otherwise suspend the registration process for a period of up to sixty (60) days if, in the judgment of the following limitations shall apply to the addressee Board of Directors such written notice, the Company may (1) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive months, (2) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise), in each case for a reasonable time specified action is in the notice but not exceeding 90 days (which period may not be extended or renewed).
(b) The Company may postpone effecting a registration or apply to any person specified in clauses (2) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable Shares, as the case may be, would materially and adversely affect an offering of Equity Securities best interests of the Company (because of the preparation existence of which had then been commenced another Public Offering or (2) the Company is in possession because of material non-public information the disclosure of which would not, absent such registration, be required and the disclosure of which could be harmful to the Company). The Company will be under no obligation to disclose the basis for any such delay, revocation or suspension. At any time during the period specified effectiveness of any registration statement covering Registrable Securities offered by an Investor, if such Investor becomes aware of any change materially affecting the accuracy of the information contained in such notice registration statement or the prospectus (as then amended or supplemented) relating to such Investor, it will immediately notify the Company reasonably believes would not of such change. Upon receipt of any notice from the Company of the happening of any event as a result of which any prospectus included in any such registration statement, as then in effect, includes an 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 the best interests light of the circumstances under which they were made, not misleading, each holder of Registrable Securities will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement until such Holder receives copies of a supplemented or amended prospectus from the Company and, if so directed by the Company.
, shall deliver to the Company (cat the Company's expense) If all copies, other than one permanent file copy to be maintained in confidence, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. In the event the Company shall take give any action pursuant to paragraph (a) abovesuch notice, the 90-day period during which the Registering Stockholders may exercise their respective rights under Sections 1 and 2 referred to in Section 7.4.2 shall be extended by one day beyond a number of days equal to the Commencement Date for each day thatnumber of days during the period from the giving of such notice from the Company to stop trading to the date when the copies of the supplemented or amended prospectus are sent to holders whose Registrable Securities are included in such registration statement. In the event that any other holder of Registrable Securities (including, pursuant without limitation, any Fund Investor) is or becomes subject to blackout provisions (under any other agreement with the Company regarding registration rights) which are more favorable in any material respect to such holder than the blackout provisions to which the Fund Investors and the Mezzanine Investors are subject under this Section 47.2.3, then the Company postpones effecting a registration, requires provisions of this Section 7.2.3 shall be deemed to be amended as appropriate to reflect such more favorable provisions and any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person to refrain from disposing of Registrable Sharesrelated terms and conditions.
Appears in 1 contract
Blackout Provisions. (a) By Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to any of the Purchaser, the Registering Stockholders and the other holders of Registrable Shares, Investor (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such written noticeSuspension Notice, the Company may (1i) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive monthsAgreement, or (2ii) require such addressee to refrain from disposing of Transaction Registrable Shares Securities under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise)registration, in each either case for a reasonable time specified in period of no more than forty-five (45) consecutive days from the notice but not exceeding 90 days delivery of such Suspension Notice (which period may not be extended or renewed).
(b) . The Company may postpone effecting a registration or apply to any person the limitations on dispositions specified in clauses clause (2) and (3ii) of paragraph this Section 2.7(a) if (ax) above the Board, in good faith, determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of the limitations specified in such clauses if its subsidiaries, or (1y) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing good faith determines that effecting the registration or the disposition by such person of Registrable Shares, as the case may be, would materially and adversely affect an offering of Equity Securities of the Company the preparation of which had then been commenced or (2) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, reasonably believes would not be in the best interests of the Company; provided that (i) the Company may not take any actions pursuant to this Section 2.7(a) for a period of time in excess of ninety (90) days in the aggregate in any twelve (12)-month period and, (ii) the application of such limitations shall not prevent the Investor from making a demand under Section 2.1 or electing to participate in any Piggyback Registration under Section 2.3 or relieve the Company from its obligation to file (but not its obligation to cause to be declared effective) a Registration Statement pursuant to this Agreement and (iii) the application of such limitations shall not apply to the Investor in any Piggyback Registration under Section 2.3 to the extent the Company has waived such limitations with respect to any registered offering of Registrable Securities for its own account or for the account of any other Person, which offering gives rise to such Piggyback Registration.
(cb) If the Company shall take any action pursuant to paragraph clause (aii) above, the of Section 2.7(a) in a period during which the Registering Stockholders may exercise their respective rights Company shall be required to cause a Registration Statement to remain effective under Sections 1 the Securities Act and 2 the Prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the Commencement Date end of such period for each day that, pursuant to this Section 42.7(a), the Company postpones effecting a registration, requires any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person shall require such Person to refrain from disposing of Registrable SharesSecurities owned by such Person.
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Samples: Investor Rights Agreement (Sentio Healthcare Properties Inc)
Blackout Provisions. (a) By Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to any of the Purchaser, the Registering Stockholders and the other holders of Registrable Sharesparticipating Holders (a "Suspension Notice"), stating which one or more of the following limitations shall apply to the addressee of such written noticeSuspension Notice, the Company may (1) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive monthsAgreement, or (2) require such addressee to refrain from disposing of Transaction Registrable Shares Securities under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise)registration, in each either case for a reasonable time specified in period of no more than 90 consecutive days from the notice but not exceeding 90 days delivery of such Suspension Notice (which period may not be extended or renewed).
(b) . The Company may postpone effecting a registration or apply to any person the limitations on dispositions specified in clauses clause 2 if (2x) and (3) the Company in good faith determines that such registration or disposition would materially impede, delay or interfere with any material financing, offer or sale of paragraph (a) above equity securities of the Company, acquisition, disposition or other material transaction by the Company or any of the limitations specified in such clauses if its material subsidiaries, (1y) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable SharesSecurities or other equity securities of the Company, as the case may be, would materially and adversely affect an offering of Equity Securities equity securities of the Company, by the Company for its own account the preparation of which had then been commenced commenced, or (2z) the Company in good faith determines that 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 would not be in the best interests of the Company; provided that the Company may not take any action pursuant to this Section 5.5 for a period of time in excess of 90 days in any one year period.
(cb) If the Company shall take any action pursuant to paragraph (aclause 2 of Section 5.4(a) above, the with respect to any participating Holder in a period during which the Registering Stockholders may exercise their respective rights Company shall be required under Sections 1 Section 5.3(a) to cause the registration statement to remain effective under the Securities Act and 2 the prospectus to remain current, such period shall be extended for such person by one day beyond the Commencement Date end of such period for each day that, pursuant to this Section 45.4(a), the Company postpones effecting a registration, requires any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any shall require such person to refrain from disposing of Registrable SharesSecurities owned by such person.
Appears in 1 contract
Blackout Provisions. (a) By delivery of Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to any Holder whose Registrable Securities are included in the Shelf Registration Statement, suspend such Holder’s use of any prospectus which is a part of the Purchaser, Shelf Registration Statement (in which event the Registering Stockholders and the other holders of Registrable Shares, stating which one or more Holder shall discontinue sales of the following limitations shall apply Registrable Securities pursuant to the addressee Shelf Registration Statement), (i) if the Company is pursuing a financing, acquisition, merger, reorganization, disposition or other similar transaction and determines in good faith that its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such written noticetransaction, (ii) if the Company may (1) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive months, (2) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise), in each case for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed).
(b) The Company may postpone effecting a registration or apply to any person specified in clauses (2) and (3) of paragraph (a) above any of the limitations specified in such clauses if (1) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing good faith determines that effecting the registration or the disposition by such person of Registrable Shares, as the case may be, would materially and adversely affect an offering of Equity Securities of the Company the preparation of which had then been commenced or (2) 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 would not be in the best interests of the Company.
Company or its security holders, or (ciii) If the Company shall take during any action pursuant to paragraph (a) above, the Scheduled Black-Out Period. Any period during which the Registering Stockholders may exercise their respective rights under Sections 1 and 2 shall be extended by one day beyond Holders are prohibited from effecting sales or the Commencement Date for Company exercises its rights, in each day that, case pursuant to this Section 42.05(a), shall constitute a “Suspension Period.” Upon disclosure of such information or transaction pursuant to clause (i) or (ii) of this Section 2.05(a), the Company postpones effecting shall provide prompt notice to the Holders and shall terminate any suspension under the Shelf Registration Statement.
(b) Each Holder agrees that, upon receipt of a registrationwritten notice from the Company of a Suspension Period, requires such Holder (i) shall forthwith discontinue any person to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person to refrain from disposing disposition of Registrable SharesSecurities pursuant to the Shelf Registration Statement until such Holder’s receipt of a notice from the Company to the effect that such Suspension Period has terminated and (ii) shall keep the receipt of the notice and the subject matter thereof confidential.
Appears in 1 contract
Blackout Provisions. (a) By Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to any of the Purchaser, the Registering Stockholders and the other holders of Registrable SharesShares (a "Suspension Notice"), stating which one or more of the following limitations shall apply to the addressee of such written noticeSuspension Notice, the Company may (1) postpone effecting a registration under this Agreement pursuant to this Section 4 on one occasion during any period of nine consecutive monthsAgreement, or (2) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration or (3) require such addressee to refrain from otherwise disposing of any Registrable Shares owned by such addressee (whether pursuant to Rule 144 or 144A under the Securities Act or otherwise)registration, in each either case for a reasonable time specified in the notice but not exceeding 90 days in any one year period (which period may not be extended or renewed).
(b) The Company may postpone effecting a registration or apply to any person specified in clauses clause (2) and (3of Section 4(a) of paragraph (a) above any of the limitations on dispositions specified in such clauses clause if (1) the Company in good faith determines that such registration or disposition would materially impede, delay or interfere with any material financing, offer or sale of Equity Securities or debt securities of the Company, acquisition, disposition or other material transaction by the Company or any of its material subsidiaries, (2) an investment banking firm of recognized national standing shall advise the Company and the Registering Stockholders in writing that effecting the registration or the disposition by such person of Registrable SharesShares or other Equity Securities of the Company, as the case may be, would materially and adversely affect an offering of Equity Securities of the Company, by the Company for its own account the preparation of which had then been commenced commenced, or (23) the Company in good faith determines that 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 would not be in the best interests of the Company; provided that the Company may not take any action pursuant to this Section 4(b) for a period of time in excess of 90 days in any one year period.
(c) If the Company shall take any action pursuant to paragraph Section 4(a) with respect to a Registering Stockholder or other holder of Registrable Shares in connection with a registration, then (a1) abovenot later than 30 days after the action is taken, Registering Stockholders holding a majority of the Transaction Registrable Shares may by written notice to the Company elect to withdraw a registration that shall have been requested pursuant to Section 1 or (2) if the registration shall not have been withdrawn pursuant to the preceding clause (1), the period during which the Registering Stockholders Stockholder may exercise their respective its rights under Sections 1 and 2 shall be extended by one day beyond the Commencement Termination Date for each day that, pursuant to this Section 44(a), the Company postpones effecting a registration, requires any person the Registering Stockholder or other holder to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires any person the Registering Stockholder or other holder to refrain from disposing of Registrable Shares.
(d) If the Company shall take any action pursuant to clause 2 of Section 4(a) with respect to any Registering Stockholder or other holder of Registrable Shares in a period during which the Company shall be required under Section 3(e) to cause the Registration Statement to remain effective under the Securities Act and the Prospectus to remain current, such period shall be extended for such person by one day beyond the end of such period for each day that, pursuant to Section 4(a), the Company shall require such person to refrain from disposing of Transaction Registrable Shares owned by such person.
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