Company's Ability to Postpone. The Company shall have the right to postpone the filing of a registration statement under this Section 6 for a reasonable period of time (not exceeding 60 days) if the Company furnishes SCG with a certificate signed by any Senior Officer stating that, in its good faith judgment, the Board has determined that effecting the registration at such time would adversely affect a material financing, acquisition, disposition of assets or shares, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company.
Company's Ability to Postpone. Notwithstanding anything to the contrary contained herein, the Company shall have the right twice in any twelve month period to postpone the filing of any registration statement under Sections 2 or 3 hereof or any amendment or supplement thereto for a reasonable period of time (all such postponements not exceeding ninety (90) days in the aggregate in any twelve month period) if the Company furnishes the Holders of Registerable Securities a certificate signed by the Chairman of the Board of Directors or the President of the Company stating that, in its good faith judgment, the Company’s Board of Directors (or the executive committee thereof) has determined that effecting the registration at such time would materially and adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction, or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company.
Company's Ability to Postpone. The Company shall have the right to postpone the filing or effectiveness of a registration statement under Section 2.1 and each proposed sale of Shares by the Investor under an effective registration statement under Section 2.1 or 2.2, for a reasonable period of time (not exceeding 60 days) (the “Blackout Period”) if the Company furnishes the Investor with a certificate signed by the Chief Executive Officer of the Company stating that the Company’s board of directors, in its good faith judgment, has determined that effecting the registration or sale at such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company; provided, that the Blackout Period shall terminate if effecting the registration or sale would cease to adversely affect any such transaction (whether because such transaction shall have been disclosed, abandoned or otherwise), or if the applicable information has been disclosed or if the disclosure of such information would cease to have a material adverse effect upon the Company, as the case may be, and the Company shall provide the Investor with prompt notice of the termination of the Blackout Period; provided, further, however, that notwithstanding anything herein to the contrary, the Company shall only be entitled to exercise its rights under this Section on one occasion during any 9-month period; provided further, however, that during any such Blackout Period, the Company shall also delay the filing or effectiveness of, and shall not sell or permit a sale under, any registration statement with respect to any securities of the Company to be sold by the Company or by any other stockholders of the Company.
Company's Ability to Postpone. Notwithstanding anything contained herein, the Company shall have the privilege to postpone the filing of a Demand Registration Statement under this Section 3.4 for a reasonable period of time (not exceeding 90 days) if the Company furnishes the Demand Seller(s) providing the Demand Notice with a certificate signed by the Chairman of the Board or the Chief Executive Officer of the Company stating that, in its good faith judgment, the Company’s board of directors has determined that effecting the registration at such time would adversely affect a material financing, acquisition, disposition of assets or shares, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company. The Company shall only be entitled to exercise its rights under this Section 3.4(e) on one occasion during any 12-month period as to any Demand Seller.
Company's Ability to Postpone. The Company shall have the privilege to postpone the filing of a registration statement under this Section 2.1 for a reasonable period of time (not exceeding 90 days) if the Company furnishes the Requesting Investor with a certificate signed by the Chairman of the Board or the Chief Executive Officer of the Company stating that, in its good faith judgment, the Company's board of directors has determined that effecting the registration at such time would adversely affect a material financing, acquisition, disposition of assets or shares, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company. The Company shall only be entitled to exercise its rights under this Section 2.1(a) on one occasion during any 12-month period as to any Investor.
Company's Ability to Postpone. The Company shall have the privilege to postpone, on one occasion only as to each Shelf Registration to which a party is entitled, each filing of a registration statement under this Section 3.1 and each proposed sale of Shares by an Investor under an effective Shelf Registration, for a reasonable period of time (not exceeding 90 days) if the Company furnishes the Investor with a certificate signed by the Chairman of the Board or the Chief Executive Officer of the Company stating that, in its good faith judgment, the Company's board of directors has determined that effecting the registration at such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company; provided, however, that notwithstanding anything herein to the contrary, the Company shall only be entitled to exercise its rights under this Section 3.1(b) on one occasion during any 12-month period as to any Investor.
Company's Ability to Postpone. (a) IMS Health shall be entitled to postpone for a reasonable period of time (but not exceeding a total of 120 days) the filing of any registration statement or suspend the effectiveness of any registration statement under this Article II, if IMS Health concludes in good faith that, a registration pursuant to this Article II would materially adversely affect any financing, offering, acquisition or disposition, corporate reorganization or other material transaction involving IMS Health or any of its Affiliates, or would require premature disclosure thereof. IMS Health shall promptly give PMSI notice of such conclusion (a "Suspension Notice"). If IMS Health shall so postpone the filing of a registration statement or suspend the effectiveness or use of any registration statement, PMSI shall have the right to withdraw the request for registration by giving written notice to IMS Health within 30 days after receipt of the notice of postponement or suspension and, in the event of such withdrawal, such request shall not be counted for purposes of the request for registration to which PMSI is entitled pursuant to Section 2.1 hereof.
(b) Notwithstanding anything in this Agreement to the contrary, IMS Health shall not be required to effect any requested registration under Section 2.1 within a period of 7 days prior to or 90 days after the effective date of any other registration statement relating to any other offering of Common Shares (a "Recent Offering"), if, in the opinion of the underwriters of such Recent Offering (or the good faith judgment of IMS Health, in the case of a Recent Offering that is not an Underwritten Offering), such requested registration could have an adverse effect on such Recent Offering or the market for the Common Shares. In addition, IMS Health shall be entitled to postpone for a reasonable period of time, but not in excess of 90 days, the filing of any registration statement otherwise required to be prepared and filed by IMS Health under Section 2.1 if IMS Health, at such time, is conducting an Underwritten Offering, has commenced registration procedures, or intends in good faith to effect an Underwritten Offering, and is advised in writing by its managing underwriter or underwriters that such Underwritten Offering would in its or their opinion be adversely affected by the registration so requested.
Company's Ability to Postpone. The Company shall be entitled to postpone for a reasonable period of time (but not exceeding a total of 120 days in any 360-day period) the filing of any registration statement or suspend the effectiveness of any registration statement otherwise effecting any registration or permitting any sale by way of prospectus under this Article V, if, upon a Determination of the Directors, the Company concludes that, a registration or sale by way of prospectus of Registrable Securities pursuant to this Article V would materially adversely affect any financing, offering, acquisition or disposition, corporate reorganization or other material transaction involving the Company or any of its Affiliates, or would require premature disclosure thereof. The Company shall promptly give each applicable Holder notice of such conclusion. If the Company shall so postpone the filing of a registration statement or prospectus, the Holders of Registrable Securities requesting registration or sale by way of prospectus thereof pursuant to Section 5.01 shall have the right to withdraw the request for registration or sale by way of prospectus by giving written notice to the Company within 30 days after receipt of the notice of postponement (provided that the Company shall remain responsible for all Registration Expenses incurred in connection therewith).
Company's Ability to Postpone. (i) If, upon receipt of a registration request pursuant to Section 4(a), the Company is advised in writing by a nationally recognized investment banking firm selected by the Company that, in such firm's opinion, a registration at the time and on the terms requested would adversely affect any public offering of securities of the Company by the Company (other than in connection with employee benefit and similar plans) or by or on behalf of any shareholder of the Company exercising a demand registration right (collectively, a "Company Offering") with respect to which the Company has commenced preparations for a registration or received notice of the exercise of such demand registration right prior to the receipt of a registration request pursuant to Section 4(a) and the Company furnishes the Holders with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to such effect (the "Transaction Delay Notice") promptly after such request, the Company shall not be required to effect a registration pursuant to Section 4(a) until the earliest of (A) 30 days after the completion of such Company Offering, (B) promptly after the abandonment of such Company Offering or (C) 120 days after the date of the Transaction Delay Notice; PROVIDED, HOWEVER, that in any event the Company shall not be required to effect any registration prior to the termination, waiver or reduction of any "blackout period" required by the underwriters to be applicable to the Holders or the Company, if any, in connection with any Company Offering.
(ii) If upon receipt of a registration request pursuant to Section 4(a) or while a registration request pursuant to Section 4(a) is pending, the Company determines in its good faith judgment after consultation with its principal securities counsel or outside securities counsel that the filing of a registration statement would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and the Company provides the Holders written notice (the "Information Delay Notice" and, together with the Transaction Delay Notice, the "Delay Notice") thereof promptly after the Company makes such determination, which shall be made promptly after the receipt of any request, the Company shall not be required to comply with its obligations under Section 4(a) until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be mate...
Company's Ability to Postpone. The Company shall have the privilege to postpone, on one occasion only, each filing of a registration statement under this Section 2.1 and each proposed sale of Shares by an Investor under an effective Shelf Registration, for a reasonable period of time (not exceeding 90 days) if the Company furnishes the Investor with a certificate signed by the Chairman of the Board or the Chief Executive Officer of the Company stating that, in its good faith judgment, the Company's board of directors has determined that effecting the registration at such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company.
