Company’s Right to Defer Registration. If the Company is ------------------------------------- requested to effect a Demand Registration and the Company furnishes to the Initiating Holder a copy of a Board resolution certified by the secretary of the Company stating that in the good faith judgment of the Board it would be adverse to the Company and its Stockholders for such registration statement to be filed on or before the date such filing would otherwise be required under this Section 2, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after the Company receives the registration request from the Initiating Holder. If the Company so postpones the filing of a registration statement, and if the Initiating Holder within thirty (30) days after receipt of the notice of postponement advises the Company in writing that it has determined to withdraw such request for Demand Registration, then such Demand Registration shall be deemed to be withdrawn and such request shall be deemed not to have been exercised for purposes of determining whether the Initiating Holder has exhausted its single permitted request.
Appears in 4 contracts
Samples: Stock Purchase Agreement (American Cellular Corp /De/), Stock Purchase Agreement (American Cellular Corp /De/), Registration Rights Agreement (American Cellular Corp /De/)
Company’s Right to Defer Registration. If the Company is ------------------------------------- requested to effect a Demand Registration and the Company furnishes to the Initiating Holder Requesting Shareholder a copy of a resolution of the Board resolution certified by the secretary of the Company stating that in the good faith judgment of the Board it would be materially adverse to the Company and its Stockholders for such registration statement Registration Statement to be filed on or before the date such filing would otherwise be required under this Section 2hereunder, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Company receives the request for such registration request from the Initiating such Holder. If the Company shall so postpones postpone the filing of a registration statement, Registration Statement and if the Initiating Holder Requesting Shareholder within thirty (30) days after receipt of the notice of postponement advises the Company in writing that it such Holder has determined to withdraw such request for Demand Registrationregistration, then such Demand Registration shall be deemed to be withdrawn and such request shall not be deemed not to have been exercised requested for purposes of determining whether the Initiating Holder has exhausted its single permitted requestSection 3(a).
Appears in 2 contracts
Samples: Registration Rights Agreement (Hexion Specialty Chemicals, Inc.), Registration Rights Agreement (Borden Chemical Inc)
Company’s Right to Defer Registration. If the Company is ------------------------------------- requested to effect a Demand Registration Registration, and the Company furnishes to the Initiating Holder Requesting Holders a copy of a resolution of the Board resolution certified by the secretary of the Company stating that in the good faith judgment of the Board it would be adverse seriously detrimental to the Company and its Stockholders stockholders for such registration statement Registration Statement to be filed on or before and it is therefore essential to defer the date filing of such filing would otherwise be required under this Section 2Registration Statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Demand Request; provided that, in such event, the Company receives the registration request from the Initiating Holdermay postpone a Demand Registration pursuant hereto only twice in any 365-day period. If the Company shall so postpones postpone the filing of a registration statementDemand Registration, and if the Initiating Requesting Holder may, within thirty (30) days after receipt of the notice of postponement advises postponement, advise the Company in writing that it the Requesting Holder has determined to withdraw such request for Demand RegistrationRequest, then such and the Company shall not be obligated to effect a Demand Registration shall be deemed pursuant to be such withdrawn Demand Request and such request withdrawn Demand Request shall not be deemed not counted as a Demand Registration effected pursuant to have been exercised for purposes of determining whether the Initiating Holder has exhausted its single permitted requestSection 2(a).
Appears in 1 contract
Samples: Registration Rights Agreement (Darling International Inc)