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Blackout Rights Sample Clauses

Blackout Rights. Following the effective date of any registration statement filed pursuant to ARTICLE 4 of this Agreement, the Company shall be entitled, from time to time, to notify Executive to discontinue offers or sales of shares pursuant to such registration statement for Registrable Securities for the period of time stated in the written notice (the "Blackout Notice"), if the Company determines, in its reasonable business judgment, that the disclosure required in connection with the offers and sales of the Registrable Securities could materially damage the Company's ability to successfully complete an acquisition, corporate reorganization, securities offering or other voluntary transaction undertaken by the Company (which information the Company would not be required to disclose at such time other than in connection with Executive's registration statement) that is material to the Company and its subsidiaries taken as a whole. The time period for which Executive must discontinue offers or sales of shares pursuant to a Blackout Notice shall be for any period the Company reasonably believes is necessary, and if, the Company is unable to determine the duration of such period at the time the Blackout Notice is issued, the Blackout Notice may state that the period extends "until the Executive is otherwise notified by the Company"; provided that the Blackout Notice may not exceed more than ninety (90) consecutive days or an aggregate of one hundred eighty (180) days within any calendar year. The Blackout Notice shall be signed by an authorized officer of the Company and shall certify the Company's determination. Executive agrees that upon receipt of a Blackout Notice he shall discontinue offers or sales of Registrable Shares pursuant to any such registration statement for the period of time stated in the Blackout Notice.
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Blackout Rights. Blackout rights or other prevention of public display required by a league, conference or other governing body, or which are otherwise required by a third party promoter, producer, organizer or operator of a Village Event.
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Blackout Rights. Notwithstanding any other provision --------------- of this Agreement to the contrary, if the Company determines, in its reasonable business judgment, that the registration and offering to be effected pursuant to any Registration Statement could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, sale, merger, consolidation or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose any matter that otherwise would not be required to be disclosed at such time, then the Company may, upon written notice to Sellers' Agent (i) postpone the filing of a Registration Statement for a reasonable period of time, but in no event in excess of 60 days after receipt of the initial request for registration or (ii) if a Registration Statement has become effective, require the Sellers to suspend the distribution of any of the Registrable Shares by giving notice to the Sellers. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non- public information. Subject to the following sentence, until the Company has determined, in its reasonable judgment, that such postponement or suspension is no longer necessary and has given notice of that determination to the Sellers, the Company's obligations to use commercially reasonable efforts to cause a Registration Statement to become or remain effective and the Sellers' right to sell Registrable Shares under the Registration Statement shall be suspended. The Company may exercise its right to suspend the Seller's registration rights pursuant to this subparagraph (e) on four occasions and then for a period not to exceed 60 days per occasion, and the period during which the Company is required to cause the Registration Statement to remain effective shall be extended by a period equal to the period of such suspension.
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Blackout Rights. 5.1 The Holder shall not offer, sell or otherwise dispose of the Registrable Securities unless it has provided to Hanover a written notice of its intent to offer and sell the Registrable Securities at least two (2) business days prior to the offer or sale of the Registrable Securities (the "Offer Notice"). Hanover shall have two (2) business days following delivery of such Offer Notice by the Holder to provide written notice (a "Blackout Notice") to the Holder objecting to such offering or sale if the Board of Directors of Hanover (or any authorized committee thereof) determines in good faith that it is in the best interests of Hanover not to disclose the existence of facts surrounding any proposed or pending material corporate transaction or other material development involving Hanover at the time of the proposed offering (the "Blackout Right"). If Hanover exercises its Blackout Right, the Holder shall not offer or sell the Registrable Securities for a period of up to forty-five (45) days (as specified in the Blackout Notice) from the date of the Blackout Notice. Furthermore, Hanover shall be entitled to exercise the Blackout Right no more than two (2) times and with respect to no more than ninety (90) days during any 365-day period (including any deemed exercise of the Blackout Right pursuant to Section 5.3). If the Holder provides written notice of its intent to offer and sell the Registrable Securities as provided above and if Hanover does not timely provide a Blackout Notice in response thereto, then the Holder may offer and sell the Registrable Securities during the thirty (30) days following the expiration of the applicable two (2) business day period in which the Holder could have given a Blackout Notice. If the Holder decides to conduct such offering and sale of the Registrable Securities pursuant to an underwritten public offering, the Holder agrees to make the appropriate officers reasonably available during the two (2) business days following the delivery of the Offer Notice to confer with Hanover to negotiate in good faith to agree on the selection of the underwriters in the underwriting group and the legal counsel to the underwriting group in connection with such offering and sale of the Registrable Securities; provided, however, that the Holder ultimately has the sole authority to select such underwriters and legal counsel. If the Registrable Securities are not sold during such thirty (30) day period, the Holder shall not thereafter offer or...
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Blackout Rights. Notwithstanding any other provision of this Agreement to the contrary, if at any time after the 15th day after the Registration Statement is declared effective by the SEC, TCI Music determines, in its reasonable business judgment, that the registration and offering to be effected pursuant to the Registration Statement could interfere with or otherwise adversely affect any financing, acquisition, sale, merger, consolidation or other material transaction or development involving TCI Music or any of its affiliates or require TCI Music to disclose any matter that otherwise would not be required to be disclosed at such time, then TCI Music may require the suspension by the Stockholder of the distribution of any of the Registrable Shares by giving notice to the Stockholder. Any such notice need not specify the reasons for such suspension if TCI Music determines, in its reasonable judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. Subject to the following sentence, until TCI Music has determined, in its reasonable judgment, that such suspension is no longer necessary and has given notice of that determination to the Stockholder, TCI Music's obligations to use commercially reasonable efforts to cause the Registration Statement
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Blackout Rights. Blackout rights or other prevention of public display required by a league, conference or other governing body, or which are otherwise required by an owner, promoter or agent of an Arena Event, provided that KCP shall use reasonable commercially efforts to avoid such rights and requirements.
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Related to Blackout Rights

  • Put Rights The Warrantholder shall have the following Put Rights: (a) At the earlier of (i) the fifth anniversary of the date hereof and (ii) a Change of Control, the Warrantholder may notify the Company in writing (the "PUT NOTICE") of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

  • Preferential Purchase Rights (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Property.

  • No Preemptive Rights, Registration Rights or Options Except as described in the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership.

  • Repurchase Rights (i) Upon the termination of employment of the Grantee by the Company or any of its Subsidiaries for any reason (the reason for the termination of such employment, the “Termination Event” and the date of such termination, the “Termination Date”), subject to the provisions of this Section 7 and the prior approval of the Compensation Committee of the Board (or if there is no such Compensation Committee, the Board), the Company shall have the right (but not the obligation) to purchase, and if such right is exercised, the Grantee shall sell, and shall cause any Permitted Transferees of the Grantee to sell (and such Permitted Transferees shall sell), to the Company, all or any portion (as determined by the Company) of the Purchased Shares (if any) owned by the Grantee or his Permitted Transferees at a price per Settlement Share equal to an amount (the “Termination Price”) (as determined pursuant to Section 7(b) below); provided, that the parties acknowledge that any unvested Options held by the Grantee as of the Termination Date shall be cancelled pursuant to this Agreement. (ii) With respect to the Purchased Shares, the Company shall notify the Grantee in writing, within the Call Period whether the Company will exercise its right to purchase the Purchased Shares (the date on which the Grantee is so notified, the “Call Notice Date”). The Company may assign its right to purchase all or any portion of the Purchased Shares under this Section 7 to the DCP Investor and the DCP Investor may exercise the rights of the Company under this Section 7 in the same manner in which the Company could exercise such rights. (iii) The closing of the purchase by the Company or the DCP Investor of Purchased Shares pursuant to this Section 7 shall take place at the principal office of the Company, on the date chosen by either the Company or the DCP Investor, as applicable, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. At such closing, (i) the Company or the DCP Investor, as applicable, shall pay the Grantee and/or such Grantee’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Purchased Shares, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Grantee and/or such Grantee’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Purchased Shares to be purchased by the Company or the DCP Investor, as applicable, duly endorsed, or with share (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary share (or equivalent) transfer tax stamps affixed. The delivery of a certificate or certificates for the Purchased Shares by any Person selling such Purchased Shares pursuant to this Section 7(a)(iii) shall be deemed a representation and warranty by such Person that: (w) such Person has full right, title and interest in and to such Purchased Shares; (x) such Person has all necessary power and authority and has taken all necessary action to sell such Purchased Shares as contemplated; (y) such Purchased Shares are free and clear of any and all liens or encumbrances; and (z) there is no adverse claim with respect to such Purchased Shares.

  • Exchange Rights (a) At any time from and after the date of the issuance of the Class A Stock, each holder of one or more Class A Shares (each, a “Class A Shareholder”) shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b).

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Subsequent Registration Rights Until the Initial Registration Statement required hereunder is declared effective by the Commission, the Company shall not enter into any agreement granting any registration rights with respect to any of its securities to any Person without the written consent of Holders representing no less than a majority of the then outstanding Registrable Securities; provided, that this Section 7(c) shall not prohibit the Company from fulfilling its obligations under any other registration rights agreements existing as of the date hereof.

  • Transferability of Registration Rights The registration rights set forth in this Agreement are transferable to each transferee of Registrable Securities. Each subsequent holder of Registrable Securities must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights granted pursuant to this Agreement.

  • Registration Rights Granted The Company hereby grants registration rights to the Purchaser pursuant to a Registration Rights Agreement dated as of even date herewith between the Company and the Purchaser.

  • Other Registration Rights The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

Most Referenced Clauses

Most Referenced Definitions