Common use of Deferral of Filing Clause in Contracts

Deferral of Filing. Notwithstanding anything to the contrary in this Agreement, the Company may defer the filing (but not the preparation) of a registration statement required by Section 3 until a date not later than 60 days (less the number of days during the previous twelve months that the use of a prospectus was suspended pursuant to this Section 5 or Section 11(a)) after the date of receipt by the Company of a request for a Demand Registration if at the time the Company receives such request it is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed) and the Company determines in good faith that such disclosure would be materially detrimental to the Company and its shareholders. Any registration statement the filing of which is deferred pursuant to the foregoing shall be filed forthwith if the negotiations or other activities are disclosed or terminated. In order to defer the filing of a registration statement pursuant to this Section 5, the Company shall promptly, upon determining to seek such deferral, deliver to each requesting holder a certificate signed by the President or Chief Financial Officer of the Company stating that the Company is deferring such filing in accordance with this Section 5. Within 20 days after receiving such certificate, the requesting holder may withdraw such request by giving notice to the Company, and, if withdrawn, the request for a Demand Registration shall be deemed not to have been made for all purposes of this Agreement, provided that the Company may defer the filing of a registration statement pursuant to the foregoing not more than once during any twelve month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Input Output Inc), Registration Rights Agreement (SCF Iv Lp)

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Deferral of Filing. Notwithstanding anything to If a Material Disclosure Event exists as of the contrary in this Agreementtime the filing of a registration statement is otherwise required by Section 2(b), the Company may defer the such filing (but not the preparation) of a such registration statement required by Section 3 until a date not later than 60 150 days (less after the number Required Filing Date. A deferral of days during the previous twelve months that the use filing of a prospectus was suspended registration statement pursuant to this Section 5 or Section 11(a)2(b)(v) after shall be lifted, and the date of receipt by the Company of a request for a Demand Registration if at the time the Company receives such request it is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such requested registration statement (but would not be required if such registration statement were not filed) and the Company determines in good faith that such disclosure would be materially detrimental to the Company and its shareholders. Any registration statement the filing of which is deferred pursuant to the foregoing shall be filed forthwith forthwith, if the negotiations or other activities are disclosed or terminatedMaterial Disclosure Event ceases. In order to defer the filing of a registration statement pursuant to this Section 52(b)(v), the Company shall promptlypromptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each requesting holder Requesting Stockholder a certificate signed by the President or Chief Financial Officer an executive officer of the Company stating that the Company is deferring such filing in accordance with pursuant to this Section 52(b)(v) and a general statement of the reason for such deferral (which statement need not include any information which, in the opinion of the Company, constitutes material, nonpublic information) and an approximation of the anticipated delay. Within 20 days after receiving such certificate, the requesting holder holders of a majority of the Registrable Securities beneficially owned by the Requesting Stockholders and for which registration was previously requested may withdraw such request Demand Request by giving notice to the Company, and, ; if withdrawn, the request for a Demand Registration Request shall be deemed not to have been made for all purposes of this Agreement, provided that the Company may defer the filing of a registration statement pursuant to the foregoing not more than once during any twelve month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Samuels Jewelers Inc), Registration Rights Agreement (Samuels Jewelers Inc)

Deferral of Filing. Notwithstanding anything With respect to any Demand Registration, the obligation of the Company to file, accelerate the initial effectiveness or continue the effectiveness of a regisstration statement shall be limited to the contrary extent set forth in this Agreement, Section 2.1.6. If the Company may defer so postpones the filing (but not of a prospectus or the preparation) effectiveness of a registration statement required by with respect to a Demand Registration for the reasons set forth in Section 3 until a date 2.1.6, the Holders shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not later than 60 days (less count for the number purposes of days during the previous twelve months that limitations set forth in Section 2.2. The Company shall promptly give the use of a prospectus was suspended Holders requesting registration thereof pursuant to this Section 5 or Section 11(a)) after 2 written notice of any postponement made in accordance with the date preceding sentence. A deferral of receipt by the Company of a request for a Demand Registration if at the time the Company receives such request it is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed) and the Company determines in good faith that such disclosure would be materially detrimental to the Company and its shareholders. Any registration statement the filing of which is deferred a registration statement pursuant to this Section 2.2.5 shall be lifted, and the foregoing requested registration statement shall be filed forthwith if the negotiations or other activities are disclosed or terminatedforthwith. In order to defer the filing of a registration statement pursuant to this Section 52.2.5, the Company shall promptlypromptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each requesting holder Requesting Holder a certificate signed by the President or Chief Financial Officer an executive officer of the Company stating that the Company is deferring such filing in accordance with pursuant to this Section 52.2.5 and a statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, the requesting holder holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such request Demand Request by giving notice to the Company, and, ; if withdrawn, the request for a Demand Registration Request shall be deemed not to have been made for all purposes of this Agreement, provided that the Company may defer the filing of a registration statement pursuant to the foregoing not more than once during any twelve month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Baudax Bio, Inc.), Registration Rights Agreement (Workhorse Group Inc.)

Deferral of Filing. Notwithstanding anything to the contrary in this Agreement, the The Company may defer the filing (but not the preparation) of a registration statement required by Section 3 2 until a date not later than 60 90 days (less the number of days during the previous twelve months that the use of a prospectus was suspended pursuant to this Section 5 or Section 11(a)) after the date of receipt by the Company of a request for a Demand Registration if Required Filing Date if, at the time the Company receives such request it is the Demand Request, the Company or its subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed) ), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its shareholdersstockholders. Any registration statement A deferral of the filing of which is deferred a registration statement pursuant to this Section 4(c) shall be lifted, and the foregoing requested registration statement shall be filed forthwith forthwith, if the negotiations or other activities are disclosed or terminated. In order to defer the filing of a registration statement pursuant to this Section 54(c), the Company shall promptly, upon determining to seek such deferral, deliver to each requesting holder Clear Channel a certificate signed by the President or Chief Financial Officer of the Company stating that the Company is deferring such filing in accordance with pursuant to this Section 54(c) and the basis therefor in reasonable detail. Within 20 days after receiving such certificate, the requesting holder may withdraw such request by giving notice to the Company, and, if . If withdrawn, the request for a Demand Registration Request shall be deemed not to have been made for all purposes of this Agreement, provided that the . The Company may defer the filing of a particular registration statement pursuant to the foregoing not more than once during any twelve month periodthis Section 4(c) only once.

Appears in 1 contract

Samples: Registration Rights Agreement (Heftel Broadcasting Corp)

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Deferral of Filing. Notwithstanding anything With respect to the contrary in this Agreementany Demand Registration, the obligation of the Company may defer to file, accelerate the filing (but not initial effectiveness or continue the preparation) effectiveness of a registration statement required by shall be limited to the extent set forth in Section 3 until a date not later than 60 days (less 2.1.5. If the number of days during Company so postpones the previous twelve months that the use filing of a prospectus was suspended or the effectiveness of a registration statement with respect to a Demand Registration for the reasons set forth in Section 2.1.5, the Holders shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2.2. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 5 or Section 11(a)) after 2 written notice of any postponement made in accordance with the date preceding sentence. A deferral of receipt by the Company of a request for a Demand Registration if at the time the Company receives such request it is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed) and the Company determines in good faith that such disclosure would be materially detrimental to the Company and its shareholders. Any registration statement the filing of which is deferred a registration statement pursuant to this Section 2.2.5 shall be lifted, and the foregoing requested registration statement shall be filed forthwith if the negotiations or other activities are disclosed or terminatedforthwith. In order to defer the filing of a registration statement pursuant to this Section 52.2.5, the Company shall promptlypromptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each requesting holder Requesting Holder a certificate signed by the President or Chief Financial Officer an executive officer of the Company stating that the Company is deferring such filing in accordance with pursuant to this Section 52.2.5 and a statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, the requesting holder holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such request Demand Request by giving notice to the Company, and, ; if withdrawn, the request for a Demand Registration Request shall be deemed not to have been made for all purposes of this Agreement, provided that the Company may defer the filing of a registration statement pursuant to the foregoing not more than once during any twelve month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Globalstar, Inc.)

Deferral of Filing. Notwithstanding anything to If a Material Disclosure Event exists as of the contrary in this Agreementtime the filing of a registration statement is otherwise required by Section 2(b), the Company may defer the such filing (but not the preparation) of a such registration statement required by Section 3 until a date not later than 60 120 days (less after the number Required Filing Date. A deferral of days during the previous twelve months that the use filing of a prospectus was suspended registration statement pursuant to this Section 5 or Section 11(a)2(b)(v) after shall be lifted, and the date of receipt by the Company of a request for a Demand Registration if at the time the Company receives such request it is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such requested registration statement (but would not be required if such registration statement were not filed) and the Company determines in good faith that such disclosure would be materially detrimental to the Company and its shareholders. Any registration statement the filing of which is deferred pursuant to the foregoing shall be filed forthwith forthwith, if the negotiations or other activities are disclosed or terminatedMaterial Disclosure Event ceases. In order to defer the filing of a registration statement pursuant to this Section 52(b)(v), the Company shall promptlypromptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each requesting holder Requesting Stockholder a certificate signed by the President or Chief Financial Officer an executive officer of the Company stating that the Company is deferring such filing in accordance with pursuant to this Section 52(b)(v) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, the requesting holder holders of a majority of the Registrable Securities (measured by number of shares with respect to the Shares and principal amount with respect to the New Notes) beneficially owned by the Requesting Stockholders and for which registration was previously requested may withdraw such request Demand Request by giving notice to the Company, and, ; if withdrawn, the request for a Demand Registration Request shall be deemed not to have been made for all purposes of this Agreement, provided that the Company may defer the filing of a registration statement pursuant to the foregoing not more than once during any twelve month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Edison Brothers Stores Inc)

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