Common use of Deferral of Demand Registration Clause in Contracts

Deferral of Demand Registration. The Company shall use its reasonable efforts to file a registration statement with respect to each Demand Registration requested pursuant to and in compliance with Section 2.01 as soon as reasonably practicable after receipt of the demand of such Shareholder(s); PROVIDED, HOWEVER, that if in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company because such registration would interfere with a primary registration of securities by the Company or any other material corporate transaction or activity and the Board of Directors concludes, as a result, that it is advisable to defer the filing of such registration statement at such time (as evidenced by an appropriate resolution of the Board of Directors), then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental; PROVIDED, HOWEVER, that (i) the Company shall not exercise its right to defer a Demand Registration more than once in any 12-month period, and (ii) if the Company undertakes a primary registration following an exercise of its deferral right, the holders of Registrable Securities shall have "piggyback" rights under Section 2.03 in such primary registration.

Appears in 2 contracts

Samples: Shareholders Agreement (Advance Display Technologies Inc), Shareholders Agreement (Advance Display Technologies Inc)

AutoNDA by SimpleDocs

Deferral of Demand Registration. The Company shall use its reasonable efforts to file a registration statement with respect to each Demand Registration requested pursuant to and in compliance with Section 2.01 2.1(a) as soon as reasonably practicable after receipt of the demand of such Shareholder(s)the Initiating Holders; PROVIDEDprovided, HOWEVERhowever, that if in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company because in that such registration would interfere with a proposed primary registration of securities by the Company or any other material corporate transaction or activity and the Board of Directors concludes, as a result, that it is advisable to defer the filing of such registration statement at such time (as evidenced by an appropriate resolution of the Board of DirectorsBoard), then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental; PROVIDEDprovided further, HOWEVERhowever, that (i) the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the demand of the Initiating Holders, (ii) the Company shall not exercise its right to defer a Demand Registration more than once in any 12-month periodonce, and (iiiii) if the Company undertakes a primary registration following an exercise of its deferral right, the holders of Registrable Securities shall have "piggyback" rights under Section 2.03 2.2 hereof with respect to not less than one-third (1/3) of the number of shares of Common Stock to be sold in such primary registrationoffering.

Appears in 2 contracts

Samples: Investors Agreement (Velocom Inc), Preferred Stock Purchase Agreement (Velocom Inc)

Deferral of Demand Registration. The Company shall use its reasonable efforts to file a registration statement with respect to each Demand Registration requested pursuant to and in compliance with Section 2.01 as soon as reasonably practicable after receipt of the demand of such Shareholder(s)the Initiating Holders; PROVIDED, HOWEVER, that if in the good faith judgment of the Board of Directors of the CompanyDirectors, such registration would be seriously detrimental to the Company because in that such registration would interfere with a primary registration of securities by the Company or any other material corporate transaction or activity otherwise be seriously detrimental to the Company and the Board of Directors concludes, as a result, that it is advisable to defer the filing of such registration statement at such time (as evidenced by an appropriate resolution of the Board of Directors), then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental; PROVIDED, HOWEVER, that (i) the Company may not defer the filing for a period of more than 180 days after receipt of the demand of the Initiating Holders; (ii) the Company shall not exercise its right to defer a Demand Registration more than once in any 12-month period, period and (iiiii) if the Company undertakes a primary registration following an exercise of its deferral right, the holders of Registrable Securities shall have "piggyback" rights under Section 2.03 in such primary registrationhereof.

Appears in 1 contract

Samples: Stockholder and Voting Agreement (Ciber Inc)

Deferral of Demand Registration. The Company shall use its reasonable efforts to file a registration statement with respect to each Demand Registration requested pursuant to and in compliance with Section 2.01 2.1(a) as soon as reasonably practicable after receipt of the demand of such Shareholder(s)the Initiating Holders; PROVIDEDprovided, HOWEVERhowever, that if in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company because in that such registration would interfere with a proposed primary registration of securities by the Company or any other material corporate transaction or activity and the Board of Directors concludes, as a result, that it is advisable to defer the filing of such registration statement at such time (as evidenced by an appropriate resolution of the Board of DirectorsBoard), then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental; PROVIDEDprovided further, HOWEVERhowever, that (i) the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the demand of the Initiating Holders, (ii) the Company shall not exercise its right to defer a Demand Registration more than once in any 12-month periodonce, and (iiiii) if the Company undertakes a primary registration following an exercise of its deferral right, the holders of Registrable Securities shall have "piggyback" rights under Section 2.03 in such primary registration.2.2

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Velocom Inc)

Deferral of Demand Registration. The Company shall use its reasonable efforts to file a registration statement with respect to each Demand Registration requested pursuant to and in compliance with Section 2.01 2.1(a) as soon as reasonably practicable after receipt of the demand of such Shareholder(s)the Initiating Holders; PROVIDEDprovided, HOWEVERhowever, that if in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company because such registration would interfere with a primary registration of securities by the Company or any other material corporate transaction or activity and the Board of Directors concludes, as a result, that it is advisable to defer the filing of such registration statement at such time (as evidenced by an appropriate resolution of the Board of DirectorsBoard), then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental; PROVIDEDprovided, HOWEVERhowever, that (i) the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the demand of the Initiating Holders, (ii) the Company shall not exercise its right to defer a Demand Registration more than once in any 12-month periodonce, and (iiiii) if the Company undertakes a primary registration following an exercise of its deferral right, the holders of Registrable Securities shall have "piggyback" rights under Section 2.03 2.2 hereof with respect to not less than one- third (1/3) of the number of shares of Common Stock to be sold in such primary offering. In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration.:

Appears in 1 contract

Samples: Stockholders' Agreement (Vstream Inc /Co)

Deferral of Demand Registration. The Company shall use its reasonable efforts to file a registration statement with respect to each Demand Registration requested pursuant to and in compliance with Section 2.01 2.1(a) as soon as reasonably practicable after receipt of the demand of such Shareholder(s)the Initiating Holders; PROVIDEDprovided, HOWEVERhowever, that if in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company because in that such registration would interfere with a proposed primary registration of securities by the Company or any other material corporate transaction or activity and the Board of Directors concludes, as a result, that it is advisable to defer the filing of such registration statement at such time (as evidenced by an appropriate resolution of the Board of DirectorsBoard), then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental; PROVIDEDprovided, HOWEVERhowever, that (ix) the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the demand of the Initiating Holders, (ii) the Company shall not exercise its right to defer a Demand Registration more than once in any 12-month periodonce, and (iiiii) if the Company undertakes a primary registration following an exercise of its deferral right, the holders of Registrable Securities shall have "piggyback" rights under Section 2.03 2.2 hereof with respect to not less than one-third (1/3) of the number of shares of Common Stock to be sold in such primary registrationoffering.

Appears in 1 contract

Samples: Stockholders Agreement (Verio Inc)

Deferral of Demand Registration. The Company shall use its reasonable efforts to file a registration statement with respect to each Demand Registration requested pursuant to and in compliance with Section 2.01 2.1(a) as soon as reasonably practicable after receipt of the demand of such Shareholder(s)the Investor; PROVIDEDprovided, HOWEVERhowever, that if in the good faith judgment of the Board of Directors of the Company, such registration a requested Demand Registration would be seriously detrimental to the Company because in that such registration would interfere with a proposed primary registration of securities by the Company or any other pending material corporate transaction or activity event and the Board of Directors concludes, as a result, that it is advisable to defer the filing of such registration statement at such time (as evidenced by an appropriate resolution of the Board of Directors)time, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental; PROVIDEDprovided, HOWEVERhowever, that (i) the Company may not defer the filing for a period of more than ninety (90) days after receipt of the demand of the Investor, (ii) the Company shall not exercise its right to defer a Demand Registration more than once in any 12three hundred sixty-month five (365)-day period, and (iiiii) if the Company undertakes a primary registration following an exercise of its deferral right, the holders of Registrable Securities Investor shall have "β€œpiggyback" ” rights under Section 2.03 5.2 hereof with respect to not less than one-fourth (1/4) of the number of shares of Common Stock to be sold in such primary registrationoffering.

Appears in 1 contract

Samples: Investor Rights Agreement (Rentrak Corp)

AutoNDA by SimpleDocs

Deferral of Demand Registration. The Company shall use its reasonable efforts to file a ------------------------------- registration statement with respect to each Demand Registration requested pursuant to and in compliance with Section 2.01 2.1 (a) as soon as reasonably practicable after receipt of the demand of such Shareholder(s)the Initiating Holders; PROVIDEDprovided, HOWEVERhowever, that if in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company because in that such registration would interfere with a proposed primary registration of securities by the Company or any other material corporate transaction or activity and the Board of Directors concludes, as a result, that it is advisable to defer the filing of such registration statement at such time (as evidenced by an appropriate resolution of the Board of DirectorsBoard), then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental; PROVIDEDprovided, HOWEVERhowever, that (ix) the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the demand of the Initiating Holders, (ii) the Company shall not exercise its right to defer a Demand Registration more than once in any 12-month periodonce, and (iiiii) if the Company undertakes a primary registration following an exercise of its deferral right, the holders of Registrable Securities shall have "piggyback" rights under Section 2.03 2.2 hereof with respect to not less than one- third (1/3) of the number of shares of Common Stock to be sold in such primary registrationoffering.

Appears in 1 contract

Samples: Stockholders Agreement (Via Net Works Inc)

Deferral of Demand Registration. The Company shall use its reasonable efforts to file a registration statement with respect to each Demand Registration requested pursuant to and in compliance with Section 2.01 2.1(a) as soon as reasonably practicable after receipt of the demand of such Shareholder(s)the Initiating Holders; PROVIDEDprovided, HOWEVERhowever, that if in the good faith judgment of the Board of Directors of the Company, deferral of such registration Demand Registration would be seriously detrimental to in the best interests of the Company because in that such registration would interfere with a proposed primary registration of securities by the Company or any other material corporate transaction or activity and the Board of Directors concludes, as a result, that it is advisable to defer the filing of such registration statement at such time (as evidenced by an appropriate resolution of the Board of DirectorsBoard), then the Company shall have the right to defer such filing for the period during which in order to effect such primary registration would be seriously detrimentalor other material corporate transaction; PROVIDEDprovided, HOWEVERhowever, that (i) the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the demand of the Initiating Holders, (ii) the Company shall not exercise its right to defer a Demand Registration more than once in any 1224-month period, period and (iiiii) if the Company undertakes a primary registration within 180 days following an exercise of its deferral right, the holders of Registrable Securities shall have "piggyback" rights under Section 2.03 2.2 hereof with respect to not less than one-third (1/3) of the number of shares of Common Stock to be sold in such primary registrationoffering.

Appears in 1 contract

Samples: Stockholders Agreement (Exactis Com Inc)

Deferral of Demand Registration. The Company shall use its reasonable efforts to file a registration statement with respect to each Demand Registration requested pursuant to and in compliance with Section 2.01 2.1(a) as soon as reasonably practicable after receipt of the demand of such Shareholder(sthe Initiating Holders but in any event within sixty (60) days (unless the demand of the Initiating Holders is received 60 days or less prior to the Company's fiscal year end or 30 days or less after the Company's fiscal year, in which case within 90 days of the Company's fiscal year end); PROVIDEDprovided, HOWEVERhowever, that if in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company because in that such registration would interfere with a proposed primary registration of securities by the Company or any other material corporate transaction or activity and the Board of Directors concludes, as a result, that it is advisable to defer the filing of such registration statement at such time (as evidenced by an appropriate resolution of the Board of DirectorsBoard), then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental; PROVIDEDprovided, HOWEVERhowever, that (i) the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of any demand of the Initiating Holders, (ii) the Company shall not exercise its right to defer a Demand Registration more than once in any 12-month periodonce, and (iiiii) if the Company undertakes a primary registration following an exercise of its deferral right, the holders of Registrable Securities shall have "piggyback" rights under Section 2.03 2.2 hereof with respect to not less than one-third (1/3) of the number of shares of Common Stock to be sold in such primary registrationoffering.

Appears in 1 contract

Samples: Stockholders Agreement (Cypress Communications Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.