Common use of Delay Limitation Clause in Contracts

Delay Limitation. Notwithstanding any other provision of this Agreement, the Corporation shall have the right to delay any registration of Registrable Securities requested pursuant to Sections 2.1, 2.2 or 2.4 for up to 45 consecutive days if such registration would, in the good faith judgment of the Board of Directors, substantially interfere with any material transaction being considered at the time of receipt of the request from the Holders or would require the disclosure of material information, the premature disclosure of which would materially adversely affect the Corporation, and at the expiry of such 45 consecutive day period the Board of Directors will review whether such registration would, in the good faith judgment of the Board of Directors, substantially interfere with the proposed transaction or materially adversely affect the Corporation in which case the Board of Directors may delay such registration for an additional 30 consecutive days; provided, however, that the Corporation shall not be permitted to utilize its delay rights under this Section 2.8 for more than 90 days in total in any consecutive twelve month period.

Appears in 3 contracts

Samples: Registration Rights Agreement (Matthews Terence H), Registration Rights Agreement (Francisco Partners GP II Management, LLC), Registration Rights Agreement (Mitel Networks Corp)

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Delay Limitation. Notwithstanding any other provision of this Agreement, the Corporation shall have the right to delay any registration of Registrable Securities requested pursuant to Sections 2.1, 2.2 or 2.4 those provisions for up to 45 consecutive days if such registration would, in the good faith judgment of the Board of Directors, substantially interfere with any material transaction being considered at the time of receipt of the request from the Holders or would require the disclosure of material information, the premature disclosure of which would materially adversely affect the Corporation, and at the expiry of such 45 consecutive day period the Board of Directors will review whether such registration would, in the good faith judgment of the Board of Directors, substantially interfere with the proposed transaction or materially adversely affect the Corporation in which case the Board of Directors may delay such registration for an additional 30 consecutive days; provided, however, that the Corporation shall not be permitted to utilize its delay rights under this Section 2.8 for more than 90 days in total in any consecutive twelve month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (Matthews Terence H), Registration Rights Agreement (EdgeStone Capital Equity Fund II - US GP, L.P.)

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Delay Limitation. Notwithstanding any other provision of this Agreement, the Corporation shall have the right to delay any registration of Registrable Securities requested pursuant to Sections 2.1, 2.2 or 2.4 those provisions for up to 45 consecutive ninety (90) days if such registration would, in the good faith judgment of the Board of Directors, substantially interfere with any material transaction being considered at the time of receipt of the request from the Holders or would require the disclosure of material information, the premature disclosure of which would materially adversely affect the Corporation, and at the expiry of such 45 consecutive 90 day period the Board of Directors will review whether such registration would, in the good faith judgment of the Board of Directors, substantially interfere with the proposed transaction or materially adversely affect the Corporation in which case the Board of Directors may delay such registration for an additional 30 consecutive 90 days; provided, however, that the Corporation shall not be permitted to utilize its delay rights under this Section 2.8 for more than 90 180 days in total in any consecutive twelve month period.

Appears in 1 contract

Samples: Registration Rights Agreement (EdgeStone Capital Equity Fund II - US GP, L.P.)

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