Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement: (a) the Company shall not be obligated to register the Registrable Securities of Holders if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act; (b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2; and (c) the Company shall have the right to delay the filing or effectiveness of the registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s Board of Directors, there is a reasonable likelihood that such disclosure would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Cicero Inc), Registration Rights Agreement (Cicero Inc), Registration Rights Agreement (Level 8 Systems Inc)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2; and
(c) the Company shall have the right to delay the filing or effectiveness of, or by written notice require the Holders to cease sales of the registration statement Registrable Securities pursuant to, a Registration Statement required pursuant to Section 2 hereof this Agreement during one or more periods aggregating not more than forty five (45) 60 days in any twelve-month period (such period or periods, the “Suspension Period”) in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and disclosed, (ii) in the judgment of the Company’s Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company, or (iii) the CompanyRegistration Statement can no longer be used under the Securities Act; provided that the period of effectiveness of the Registration Statement shall be extended by the length of any such Suspension Period;
(b) If Company suspends the Registration Statement or requires the Holders to cease sales of the common stock pursuant to paragraph (a) above, Company shall, as promptly as practicable following the termination of the circumstances which entitled Company to do so, take such action as may be necessary to reinstate the effectiveness of the Registration Statement and/or give written notice to all Holders authorizing them to resume sales pursuant to the Registration Statement. If, as a result thereof, the prospectus included in the Registration Statement has been amended to comply with the requirements of the Securities Act, Company shall enclose such revised prospectus with a notice to Holders given pursuant to this paragraph (b), and the Shareholders shall make no offers or sales of shares pursuant to such Registration Statement other than by means of such revised prospectus.
Appears in 4 contracts
Samples: Registration Rights Agreement (Vcampus Corp), Registration Rights Agreement (Vcampus Corp), Registration Rights Agreement (Vcampus Corp)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2; and
(c) the Company shall have the right to delay the filing or effectiveness of the registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 3 contracts
Samples: Registration Rights Agreement (Level 8 Systems Inc), Registration Rights Agreement (Level 8 Systems Inc), Registration Rights Agreement (Level 8 Systems Inc)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders Executive if, in the opinion of counsel to the Company reasonably satisfactory to the Holder Executive and its counsel (or, if the Holder Executive has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Executive's Registrable Securities, in the manner proposed by such Holder Executive (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities ActAct and without any additional restrictions pursuant to any applicable exemptions from the registration requirements under the Securities Act and the purchaser of such Registrable Securities will take such Registrable Securities free from any restrictions on transfer pursuant to the Securities Act and any applicable state securities laws;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder Executive pursuant to Section 2 if the Company has had a registration statementRegistration Statement, under which the Holder Executive had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty (120) days six months prior to the date of the request pursuant to Section 2; and
(c) the Company shall have the right to delay the filing or effectiveness of the registration statement a Registration Statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five sixty (4560) days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 3 contracts
Samples: Registration Rights Agreement (Barneys New York Inc), Registration Rights Agreement (Barneys New York Inc), Registration Rights Agreement (Questrom Allen)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of all of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act in reliance upon Rule 144(k) under the Securities Act;; and
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty (120) days year prior to the date of the request pursuant to Section 2; and.
(c) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five one hundred and twenty (45120) days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus Prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the Prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (Homefed Corp), Stock Purchase Agreement (Homefed Corp)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;.
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty six (1206) days months prior to the date of the request pursuant to Section 2; andprovided, however, that if any Holder elected to have shares of its Registrable Securities included under such registration statement but some or all of such shares were excluded pursuant to the penultimate sentence of Section 3, then such six (6) month period shall be reduced to three (3) months.
(c) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five ninety (4590) days in any twelve-twelve (12) month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company.
(d) In the event that, in the judgment of Company, it is advisable to suspend use of a prospectus included in a registration statement filed pursuant to this Agreement, due to pending material developments or other events that have not yet been publicly disclosed and as to which (i) Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of Company’s board of directors, there is a reasonable likelihood that such disclosure would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company, then Company shall notify all Holders to such effect, and, upon receipt of such notice, each such Holder shall immediately discontinue any sales of Registrable Securities pursuant to such registration statement until such Holder has received copies of a supplemented or amended prospectus or until such Holder is advised in writing by Company that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. Notwithstanding anything to the contrary herein, Company shall not exercise its rights under this Section 7(d) to suspend sales of Registrable Securities for a period or periods aggregating more than ninety (90) days in any twelve (12) month period.
(e) If an employee of Tontine or an employee of an Affiliate of Tontine (other than Company) serves as a member of, or observer to, Company’s board of directors, Tontine and its Affiliates shall not be permitted to sell any Registrable Securities during such periods that Company has sent written notice to Tontine and written or electronic notice to Company’s Affiliates and directors prohibiting them from selling securities of Company due to material non-public information being available to such parties. Any registration statement in effect during any such “blackout” period which was filed pursuant to Section 2 hereof shall be extended for such number of days as Tontine and its Affiliates are not permitted to sell Registrable Securities pursuant to this Section 7(e).
(f) If at any time the Commission takes the position that some or all of the Registrable Securities may not be included in a registration statement because (i) the inclusion of such Registrable Securities violates the provisions of Rule 415 under the Securities Act as a result of the number of shares included in such registration statement, (ii) the Registrable Securities cannot be sold as an “at the market offering,” and/or (iii) the Registrable Securities may not be sold on a delayed or continuous basis under Rule 415, the Company shall (A) remove from the registration statement such portion of the Registrable Securities and/or (B) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415.
Appears in 2 contracts
Samples: Registration Rights Agreement (Westmoreland Coal Co), Standby Purchase Agreement (Westmoreland Coal Co)
Certain Limitations on Registration Rights. Notwithstanding the ------------------------------------------ other provisions of this Agreement:
(a) the The Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;.
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2; and
(c) the The Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) 60 days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
(c) If, on or after the effective date of any such Registration Statement, any event shall occur as a result of which the prospectus as then amended or supplemented includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend the Registration Statement or supplement the prospectus to comply with the Securities Act, the Company shall notify the Holders whose shares are covered thereby and prepare and file with the Commission an appropriate post-effective amendment to the Registration Statement or supplement to such prospectus (in form and substance reasonably satisfactory to such Holders) that will correct such statement or omission and shall use its best efforts to have any such post-effective amendment to the Registration Statement declared effective as soon as possible. The use of such Registration Statement and prospectus shall be suspended until such post-effective amendment has been declared effective or such prospectus supplement has been filed, as the case may be.
Appears in 2 contracts
Samples: Registration Rights Agreement (Eftc Corp/), Registration Rights Agreement (Thayer Blum Funding LLC)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of all of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act in reliance upon Rule 144(k) under the Securities Act;; and
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty (120) days year prior to the date of the request pursuant to Section 2; and.
(c) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) 180 days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (Finova Group Inc), Registration Rights Agreement (Leucadia National Corp)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 2(b) if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty six (1206) days months prior to the date of the request pursuant to Section 2; and2(b) unless any Holder elected to have shares of its Registrable Securities included under such registration statement but some or all of such shares were excluded.
(cb) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five ninety (4590) days in any twelve-twelve (12) month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company.
(c) In the event that, in the judgment of Company, it is advisable to suspend use of a prospectus included in a registration statement filed pursuant to this Agreement, due to pending material developments or other events that have not yet been publicly disclosed and as to which (i) Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of Company’s board of directors, there is a reasonable likelihood that such disclosure would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company, then Company shall notify all Holders to such effect, and, upon receipt of such notice, each such Holder shall immediately discontinue any sales of Registrable Securities pursuant to such registration statement until such Holder has received copies of a supplemented or amended prospectus or until such Holder is advised in writing by Company that the Companythen current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. Notwithstanding anything to the contrary herein, Company shall not exercise its rights under this Section 7(c) to suspend sales of Registrable Securities for a period or periods aggregating more than ninety (90) days in any twelve (12) month period.
Appears in 2 contracts
Samples: Registration Rights Agreement (Resource Capital Fund v L.P.), Registration Rights Agreement (Uranium Resources Inc /De/)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;; and
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statementRegistration Statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty (120) days six months prior to the date of the request pursuant to Section 2; and.
(c) the Company shall have the right to delay the filing or effectiveness of the registration statement a Registration Statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five sixty (4560) days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (Barneys New York Inc), Registration Rights Agreement (Bay Harbour Management Lc)
Certain Limitations on Registration Rights. (a) Notwithstanding the other provisions of this Agreement:
(a) , the Company shall not be obligated to register the Registrable Securities of Holders Stockholders if, in the opinion of counsel to the Company reasonably satisfactory to the Holder Stockholders and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its their counsel), the sale or other disposition of such Holder’s Stockholders’ Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm)Stockholders, may be effected without limitation and without registering such Registrable Securities under the Securities Act;.
(b) the The Company shall not be obligated to register the Registrable Securities of any Holder file and cause to become effective (i) more than one (1) Registration Statement initiated pursuant to Section 2 if the Company has had a registration statement2(a) of this Agreement, under which the Holder had a right to have its Registrable Securities included (ii) more than one (1) Registration Statement initiated pursuant to Section 2, declared effective within one hundred and twenty 3(a) of this Agreement for any particular calendar year or (120iii) days prior to the date any registration that would require an audit of the request pursuant Company to Section 2; andbe performed outside of the ordinary course of business.
(c) If the Company shall furnish to the Stockholder Representative on behalf of Stockholders requesting a Registration Statement pursuant to Sections 2 or 3, a certificate signed by an executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, the Company shall not be required to effect such a Registration Statement and the Company shall have the right to delay the defer such filing or effectiveness for a period of the registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five one hundred twenty (45120) days after receipt of the request of the Stockholders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period in the event that twelve (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s Board of Directors, there is a reasonable likelihood that such disclosure would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company12)-month period.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (Access Integrated Technologies Inc), Registration Rights Agreement (Access Integrated Technologies Inc)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, Securities may be effected in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 2(a) if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty six (1206) days months prior to the date of the request pursuant to Section 22(a); provided, however, that if any Holder elected to have shares of its Registrable Securities included under such registration statement but some or all of such shares were excluded then such six-month period shall be reduced to three (3) months; and
(c) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 2(a) hereof not more than twice during one or more periods any twelve month period aggregating not more than forty five (45) days in any twelve-month period 120 days, in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 2 contracts
Samples: Investor Rights Agreement (Mri Interventions, Inc.), Investor Rights Agreement (Surgivision Inc)
Certain Limitations on Registration Rights. Notwithstanding the ------- ----------- -- ------------ ------ other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2; and
(c) the Company shall have the right to delay the filing or effectiveness of, or by written notice require the Holders to cease sales of the registration statement Registrable Securities pursuant to, a Shelf Registration Statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) 60 days in any twelve-month period (such period or periods, the "Suspension Period") in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and disclosed, (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company, or (iii) the Shelf Registration Statement can no longer be used under the Securities Act; provided that the period of effectiveness of the Shelf Registration Statement pursuant to Section 2 shall be extended by the length of any such Suspension Period;
(c) Notwithstanding Section 7(b) hereof, Company agrees that it shall not impose a Suspension Period during the 30-day period following the date on which the Shelf Registration is first declared effective by the SEC (the "30-day Period") as a result of any activity initiated by Company, or in response to any proposal, unless Company's Board of Directors determines in good faith that it is required to impose a Suspension Period by law during such 30-day Period. To the extent Company imposes a Suspension Period during such 30-day Period as a result of such determination by Company's Board of Directors, Company shall not, for such additional number of consecutive days following the termination of such Suspension Period, impose an additional Suspension Period, so as to provide the Holders with a total of 30 days without a Suspension Period; and
(d) If Company suspends the Shelf Registration Statement or requires the Holders to cease sales of the Common Stock pursuant to paragraph (b) above, Company shall, as promptly as practicable following the termination of the circumstances which entitled Company to do so, take such action as may be necessary to reinstate the effectiveness of the Shelf Registration Statement and/or give written notice to all Holders authorizing them to resume sales pursuant to the Shelf Registration Statement. If, as a result thereof, the prospectus included in the Shelf Registration Statement has been amended to comply with the requirements of the Securities Act, Company shall enclose such revised prospectus with a notice to Holders given pursuant to this paragraph (d), and the Shareholders shall make no offers or sales of shares pursuant to such Registration Statement other than by means of such revised prospectus.
Appears in 1 contract
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 2(a) or 2(b) if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, 2(a) or 2(b) declared or become effective within one hundred and twenty (120) days six months prior to the date of the a request pursuant to Section 2; and2(a) or 2(b);
(cb) the Company shall have the right to delay the filing or effectiveness of the a registration statement (but not the preparation) required pursuant to Section 2 2(a) and 2(b) hereof or to suspend any Holder’s rights to make sales pursuant to any effective registration statement during one or more periods aggregating to not more than forty five (45) 90 days in any twelve-month period and the Holders agree to suspend such use of the applicable prospectus and attempts at any offer to sell or purchase, Registrable Securities in the event that the Company has furnished to any such Holder a written notice stating that (i) the Company would, in accordance with the advice of its counsel, would be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed make an Adverse Disclosure and (ii) in the good faith judgment of the Company’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company;
(c) in the case of any registration statement described in Section 2(c)(i) that is initiated by the Company as a primary offering on behalf of the Company, nothing contained herein shall prohibit the Company from determining, at any time, not to file a registration statement or, if filed, to withdraw such registration or terminate or abandon the offering related thereto; and
(d) in the case of any registration statement described in Section 2(b), the parties hereto acknowledge that the number of shares of Registrable Securities to be registered thereunder may be limited by the rules and regulations of the Commission, subject to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, and if so limited, the parties agree that the number of shares of Registrable Securities to be registered thereunder shall be reduced in accordance with the cutback provisions of Section 2(d)(ii).
Appears in 1 contract
Samples: Registration Rights Agreement (J. Alexander's Holdings, Inc.)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;; and
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty (120) days six months prior to the date of the request pursuant to Section 2; andprovided, however, that if any Holder elected to have shares of its Registrable Securities included under such registration statement but some or all of such shares were excluded pursuant to the penultimate sentence of Section 3, then such six-month period shall be reduced to three months.
(c) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) 90 days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 1 contract
Certain Limitations on Registration Rights. Notwithstanding the ------------------------------------------ other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 23, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2effective; and
(c) the Company shall have the right to delay the filing or effectiveness of the registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Level 8 Systems Inc)
Certain Limitations on Registration Rights. Notwithstanding ------------------------------------------ the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;; and
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty (120) days year prior to the date of the request pursuant to Section 2; andprovided, however, that if any Holder elected to have shares of its Registrable Securities included under such registration statement but some or all of such shares were excluded pursuant to the penultimate sentence of Section 3, then such one-year period shall be reduced to six months.
(c) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) 60 days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 1 contract
Samples: Registration Rights Agreement (General Electric Capital Corp)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the : Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the ; and Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statementRegistration Statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty (120) days six months prior to the date of the request pursuant to Section 2; and
(c) the . Company shall have the right to delay the filing or effectiveness of the registration statement a Registration Statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five ninety (4590) days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 1 contract
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2; and
(c) the Company shall have the right to delay the filing or effectiveness of, or by written notice require the Holders to cease sales of the registration statement Registrable Securities pursuant to, a Registration Statement required pursuant to Section 2 hereof this Agreement during one or more periods aggregating not more than forty five (45) 60 days in any twelve-month period (such period or periods, the "Suspension Period") in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and disclosed, (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company, or (iii) the CompanyRegistration Statement can no longer be used under the Securities Act; provided that the period of effectiveness of the Registration Statement shall be extended by the length of any such Suspension Period;
(b) If Company suspends the Registration Statement or requires the Holders to cease sales of the Common Stock pursuant to paragraph (a) above, Company shall, as promptly as practicable following the termination of the circumstances which entitled Company to do so, take such action as may be necessary to reinstate the effectiveness of the Registration Statement and/or give written notice to all Holders authorizing them to resume sales pursuant to the Registration Statement. If, as a result thereof, the prospectus included in the Registration Statement has been amended to comply with the requirements of the Securities Act, Company shall enclose such revised prospectus with a notice to Holders given pursuant to this paragraph (b), and the Shareholders shall make no offers or sales of shares pursuant to such Registration Statement other than by means of such revised prospectus.
Appears in 1 contract
Certain Limitations on Registration Rights. Notwithstanding The registration rights granted pursuant to this Agreement shall be subject to the other provisions of this Agreementfollowing limitations:
(a) the The Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, Securities may be effected in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;.
(b) the The Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 2.01(a) if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22.01 or 2.02, declared effective within one hundred and twenty (120) days six months prior to the date of the request pursuant to Section 22.01(a); andprovided, however, that if any Holder elected to have shares of its Registrable Securities included under such registration statement but some or all of such shares were excluded then such six-month period shall be reduced to three months.
(c) the The Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 2.01(a) hereof not more than twice during one or more periods any 12-month period aggregating not more than forty five (45) days in any twelve-month period 60 days, in the event that (i) the Company would, in accordance with the advice opinion of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 1 contract
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;; and
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty eighty (120180) days prior to the date of the request pursuant to Section 2; andprovided, however, that if any Holder elected to have shares of its Registrable Securities included under such registration statement but some or all of such shares were excluded pursuant to the penultimate sentence of Section 3, then such one hundred and eighty (180) day period shall be reduced to ninety (90) days.
(c) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Level 8 Systems Inc)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
: (a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
; and (b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty (120) days six months prior to the date of the request pursuant to Section 2; andprovided, however, that if any Holder elected to have shares of its Registrable Securities included under such registration statement but some or all of such shares were excluded pursuant to the penultimate sentence of Section 3, then such six-month period shall be reduced to three months.
(c) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) 90 days in any twelve-month twelvemonth period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company. 8.
Appears in 1 contract
Samples: Standby Purchase Agreement
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;; and
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty (120) days six months prior to the date of the request pursuant to Section 2; andprovided, however, that if any Holder elected to have shares of its Registrable Securities included under such registration statement but some or all of such shares were excluded pursuant to the penultimate sentence of Section 3, then such six-month period shall be reduced to three months.
(c) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) 90 days in any twelve-month twelvemonth period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 1 contract
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2; and
(c) the Company shall have the right to delay the filing or effectiveness of, or by written notice require the Holders to cease sales of the registration statement Registrable Securities pursuant to, a Registration Statement required pursuant to Section 2 hereof this Agreement during one or more periods aggregating not more than forty five (45) 30 days in any twelve-month period (such period or periods, the “Suspension Period”) in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and disclosed, (ii) in the judgment of the Company’s Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company, or (iii) the CompanyRegistration Statement can no longer be used under the Securities Act; provided that the period of effectiveness of the Registration Statement shall be extended by the length of any such Suspension Period;
(b) If Company suspends the Registration Statement or requires the Holders to cease sales of the common stock pursuant to paragraph (a) above, Company shall, as promptly as practicable following the termination of the circumstances which entitled Company to do so, take such action as may be necessary to reinstate the effectiveness of the Registration Statement and/or give written notice to all Holders authorizing them to resume sales pursuant to the Registration Statement. If, as a result thereof, the prospectus included in the Registration Statement has been amended to comply with the requirements of the Securities Act, Company shall enclose such revised prospectus with a notice to Holders given pursuant to this paragraph (b), and the Shareholders shall make no offers or sales of shares pursuant to such Registration Statement other than by means of such revised prospectus.
Appears in 1 contract
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;; and
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty (120) days six months prior to the date of the request pursuant to Section 2; and
. (c) the Company shall have the right to delay and/or suspend the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) 90 days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company. 8.
Appears in 1 contract
Certain Limitations on Registration Rights. Notwithstanding the ------------------------------------------ other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 23, declared effective within one hundred and twenty (120) days prior effective; provided, however, that to the date extent such Registrable Securities consist solely of Underlying Shares, the request Company shall be obligated to effect the registration of such Underlying Shares pursuant to the provisions of Section 23 above; and
(c) the Company shall have the right to delay the filing or effectiveness of the registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Level 8 Systems Inc)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the The Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;.
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2; and
(c) the The Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) 60 days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
(c) If, on or after the effective date of any such Registration Statement, any event shall occur as a result of which the prospectus as then amended or supplemented includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend the Registration Statement or supplement the prospectus to comply with the Securities Act, the Company shall notify the Holders whose shares are covered thereby and prepare and file with the Commission an appropriate post-effective amendment to the Registration Statement or supplement to such prospectus (in form and substance reasonably satisfactory to such Holders) that will correct such statement or omission and shall use its best efforts to have any such post-effective amendment to the Registration Statement declared effective as soon as possible. The use of such Registration Statement and prospectus shall be suspended until such post-effective amendment has been declared effective or such prospectus supplement has been filed, as the case may be.
Appears in 1 contract
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;; and
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the such Holder had a right to have its Registrable Securities included pursuant to Section 22 or 3, declared effective within one hundred and twenty (120) days six months prior to the date of the request pursuant to Section 2; andprovided, however, that if any Holder elected to have shares of its Registrable Securities included under such registration statement but some or all of such shares were excluded pursuant to the penultimate sentence of Section 3, then such six-month period shall be reduced to three months.
(c) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof or to suspend any Holder’s rights to make sales pursuant to any effective registration statement during one or more periods aggregating not more than forty five (45) 120 days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s Board board of Directorsdirectors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Integrated Electrical Services Inc)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this AgreementSection 9:
(a) the Company shall not be obligated to register the Registrable Securities Warrant Stock of Holders any holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder holder and its counsel (or, if the Holder holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securitiesholder's Warrant Stock, in the manner proposed by such Holder holder (or by such investment banking firm), may be effected without registering such Registrable Warrant Stock under the Securities Act in reliance upon Rule 144(k) under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities Warrant Stock of any Holder holder pursuant to Section 2 9.3, if the Company has had a registration statement, under which the Holder such holder had a right to have its Registrable Securities Warrant Stock included pursuant to Section 2Sections 9.3 or 9.4, declared effective within one hundred and twenty (120) days six months prior to the date of the request pursuant to Section 29.3; and
(c) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 9.3 hereof during one or more periods aggregating not more than forty five (45) 180 days in any twelve-month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 1 contract
Samples: Warrant Agreement (Finova Group Inc)
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2; and
(c) the Company shall have the right to delay the filing or effectiveness of, or by written notice require the Holders to cease sales of the registration statement Registrable Securities pursuant to, a Registration Statement required pursuant to Section 2 hereof this Agreement during one or more periods aggregating not more than forty five (45) 60 days in any twelve-month period (such period or periods, the "Suspension Period") in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and disclosed, (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company, or (iii) the CompanyRegistration Statement can no longer be used under the Securities Act; provided that the period of effectiveness of the Registration Statement shall be extended by the length of any such Suspension Period;
(b) If Company suspends the Registration Statement or requires the Holders to cease sales of the common stock pursuant to paragraph (a) above, Company shall, as promptly as practicable following the termination of the circumstances which entitled Company to do so, take such action as may be necessary to reinstate the effectiveness of the Registration Statement and/or give written notice to all Holders authorizing them to resume sales pursuant to the Registration Statement. If, as a result thereof, the prospectus included in the Registration Statement has been amended to comply with the requirements of the Securities Act, Company shall enclose such revised prospectus with a notice to Holders given pursuant to this paragraph (b), and the Shareholders shall make no offers or sales of shares pursuant to such Registration Statement other than by means of such revised prospectus.
Appears in 1 contract
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2; and
(c) the Company shall have the right to delay the filing or effectiveness of, or by written notice require the Holders to cease sales of the registration statement Registrable Securities pursuant to, a Registration Statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) 60 days in any twelve-month period (such period or periods, the "Suspension Period") in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and disclosed, (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company, or (iii) the Registration Statement can no longer be used under the Securities Act; provided that the period of effectiveness of the Registration Statement pursuant to Section 2 shall be extended by the length of any such Suspension Period;
(b) Notwithstanding Section 7(b) hereof, Company agrees that it shall not impose a Suspension Period during the 30-day period following the date on which the Registration Statement is first declared effective by the SEC (the "30-day Period") as a result of any activity initiated by Company, or in response to any proposal, unless Company's Board of Directors determines in good faith that it is required to impose a Suspension Period by law during such 30-day Period. To the extent Company imposes a Suspension Period during such 30-day Period as a result of such determination by Company's Board of Directors, Company shall not, for such additional number of consecutive days following the termination of such Suspension Period, impose an additional Suspension Period, so as to provide the Holders with a total of 30 days without a Suspension Period; and
(c) If Company suspends the Registration Statement or requires the Holders to cease sales of the Common Stock pursuant to paragraph (a) above, Company shall, as promptly as practicable following the termination of the circumstances which entitled Company to do so, take such action as may be necessary to reinstate the effectiveness of the Registration Statement and/or give written notice to all Holders authorizing them to resume sales pursuant to the Registration Statement. If, as a result thereof, the prospectus included in the Registration Statement has been amended to comply with the requirements of the Securities Act, Company shall enclose such revised prospectus with a notice to Holders given pursuant to this paragraph (c), and the Shareholders shall make no offers or sales of shares pursuant to such Registration Statement other than by means of such revised prospectus.
Appears in 1 contract
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this AgreementSection 9:
(ai) the Company shall not be obligated to register the Registrable Securities Warrant Shares of Holders any holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder holder and its counsel (or, if the Holder holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securitiesholder's Warrant Shares, in the manner proposed by such Holder holder (or by such investment banking firm), may be effected without registering such Registrable Securities Warrant Shares under the Securities Act;; and
(bii) the Company shall not be obligated to register the Registrable Securities Warrant Shares of any Holder holder pursuant to Section 2 9.3, if the Company has had a registration statement, under which the Holder such holder had a right to have its Registrable Securities Warrant Shares included pursuant to Section 2Sections 9.3 or 9.4, declared effective within one hundred and twenty (120) days year prior to the date of the request pursuant to Section 29.3; andPROVIDED, HOWEVER, that if any holder elected to have shares of its Warrant Shares included under such registration statement but some or all of such shares were excluded pursuant to the penultimate sentence of Section 9.4, then such one-year period shall be reduced to the greater of six months or any lock-up period agreed to by such holder with an underwriter.
(ciii) the The Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 9.3 hereof during one or more periods aggregating not more than forty five (45) 90 days in any twelve-12 month period in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 1 contract
Samples: Warrant Agreement (Emcore Corp)
Certain Limitations on Registration Rights. Notwithstanding the other ------------------------------------------ provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2; and
(c) the Company shall have the right to delay the filing or effectiveness of, or by written notice require the Holders to cease sales of the registration statement Registrable Securities pursuant to, a Registration Statement required pursuant to Section 2 hereof during one or more periods aggregating not more than forty five (45) 60 days in any twelve-month period (such period or periods, the "Suspension Period") in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and disclosed, (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company, or (iii) the Registration Statement can no longer be used under the Securities Act; provided that the period of effectiveness of the Registration Statement pursuant to Section 2 shall be extended by the length of any such Suspension Period;
(b) Notwithstanding Section 7(b) hereof, Company agrees that it shall not impose a Suspension Period during the 30-day period following the date on which the Registration Statement is first declared effective by the SEC (the "30-day Period") as a result of any activity initiated by Company, or in response to any proposal, unless Company's Board of Directors determines in good faith that it is required to impose a Suspension Period by law during such 30-day Period. To the extent Company imposes a Suspension Period during such 30-day Period as a result of such determination by Company's Board of Directors, Company shall not, for such additional number of consecutive days following the termination of such Suspension Period, impose an additional Suspension Period, so as to provide the Holders with a total of 30 days without a Suspension Period; and
(c) If Company suspends the Registration Statement or requires the Holders to cease sales of the Common Stock pursuant to paragraph (a) above, Company shall, as promptly as practicable following the termination of the circumstances which entitled Company to do so, take such action as may be necessary to reinstate the effectiveness of the Registration Statement and/or give written notice to all Holders authorizing them to resume sales pursuant to the Registration Statement. If, as a result thereof, the prospectus included in the Registration Statement has been amended to comply with the requirements of the Securities Act, Company shall enclose such revised prospectus with a notice to Holders given pursuant to this paragraph (c), and the Shareholders shall make no offers or sales of shares pursuant to such Registration Statement other than by means of such revised prospectus.
Appears in 1 contract
Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:
(a) the Company shall not be obligated to register the Registrable Securities of Holders any Holder if, in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s 's Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the Securities Act;
(b) the Company shall not be obligated to register the Registrable Securities of any Holder pursuant to Section 2 if the Company has had a registration statement, under which the Holder had a right to have its Registrable Securities included pursuant to Section 2, declared effective within one hundred and twenty (120) days prior to the date of the request pursuant to Section 2; and
(cb) the Company shall have the right to delay the filing or effectiveness of the a registration statement required pursuant to Section 2 hereof during one or more periods period aggregating not more than forty five ninety (4590) days in any twelve-month period calendar year in the event that (i) the Company would, in accordance with the advice of its counsel, would be required by law to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Numatics Inc)
