Delay Periods. The Company shall be entitled to postpone the ------------- filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this section 2, or suspend the use of any effective registration statement under this section 2, for a reasonable period of time, but not in excess of 90 days (a "Delay Period"), if any executive officer of the Company determines that in such executive 5 officer's reasonable good faith judgment the registration and distribution of the Registrable Securities covered or to be covered by such registration statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Initiating Holder written notice of such determination, and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of 180 days and (ii) a period of at least 90 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period. Immediately upon receipt of a written notice of suspension, each holder of Registrable Securities shall cease all disposition efforts with respect to Registrable Securities held by such holder. If the Company shall so postpone the filing of a registration statement, the Holders of Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of Demand Requests for registration to which the Initiating Holder of Registrable Shares is entitled pursuant to this section 2). The time period for which the Company is required to maintain the effectiveness of any registration statement shall be extended by the aggregate number of days of all Delay Periods during such registration. The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in the case of a delay arising as a result of premature disclosure, in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company.
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Samples: Registration Rights Agreement (Amerisource Distribution Corp), Registration Rights Agreement (McKesson Corp)
Delay Periods. The Company shall be entitled to postpone the ------------- filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this section 22.1, or suspend the use of any effective registration statement under this section 22.1, for a reasonable period of time, but not in excess of 90 days (a "Delay Period"), if (i) such postponement or suspension is required by applicable law arising from events outside of the control of the Company or (ii) any senior executive officer of the Company determines that in such senior executive 5 officer's reasonable good faith judgment the registration and distribution of the Registrable Securities covered or to be covered by such registration statement would materially interfere with any pending material financing, acquisition acquisition, corporate reorganization, business combination, joint venture, strategic alliance, commercial alliance or corporate reorganization or other material corporate development customer contract involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Initiating Holder written notice of such determination, and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of 180 days and (ii) a period of at least 90 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period. Immediately upon receipt of a written notice of suspension, each holder of Registrable Securities shall cease all disposition efforts with respect to Registrable Securities held by such holder. If the Company shall so postpone the filing of a registration statement, the Holders of Registrable Shares to be registered shall automatically be deemed to have the right to withdraw withdrawn the request for registration by giving written notice within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, and such request shall not be counted for purposes of determining the number of Demand Requests for registration to which the Initiating Holder of Registrable Shares is entitled pursuant to this section 2)2.1. The time period for which the Company is required to maintain the effectiveness of any registration statement shall be extended by the aggregate number of days of all Delay Periods during such registration. The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in the case of a delay arising as a result of premature disclosure, in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company. Notwithstanding the foregoing, in the case of a Demand Request made within 15 days from and including the Commencement Date (and, if the filing of the registration statement is postponed as provided in this sentence, in the case of any Demand Request made in substitution for such Demand Request until a registration statement has been filed pursuant to this Section 2.1), (i) the Company shall only be entitled to exercise its postponement rights under this paragraph (g) by reason of a pending material acquisition, corporate reorganization, business combination, joint venture, strategic alliance, commercial alliance or customer contract (but not by reason of a pending material financing transaction) involving the Company or any of its subsidiaries or if required by applicable law arising from events outside of the control of the Company; provided, -------- however, in the case of a pending material joint venture, strategic alliance, ------- commercial alliance or customer contract the applicable Delay Period shall be no longer than fifty (50) days, and, (ii) for a period of 60 days following the filing with the Commission of the registration statement relating to the Registrable Securities covered by such Demand Request, the Company shall not be entitled to exercise its suspension rights under this paragraph (g), except as required by applicable law arising from events outside of the control of the Company. In addition, in the case of a Demand Request other than a Demand Request described in the preceding sentence, for a period of 60 days following the filing with the Commission of the registration statement relating to the Registrable Securities covered by such Demand Request, the Company shall only be entitled to exercise its suspension rights under this paragraph (g) by reason of a pending material acquisition, corporate reorganization, business combination, joint venture, strategic alliance, commercial alliance or customer contract (but not by reason of a pending material financing transaction) involving the Company or any of its subsidiaries or if required by applicable law arising from events outside of the control of the Company.
Appears in 1 contract
Delay Periods. The Notwithstanding anything herein to the contrary, except with respect to the Initial Sale, the Company shall be entitled to postpone the ------------- filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this section 2Section 2.1, or suspend the use of any effective registration statement and related prospectus under this section 2Section 2.1, for a reasonable period of time, but not in excess of 90 60 days (a "Delay Period"), if any executive officer of the Company determines that in such executive 5 officer's reasonable good faith judgment the registration and and/or distribution of the Registrable Securities covered or to be covered by such registration statement and related prospectus would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Initiating Holder Trust written notice of such determination, determination and an approximation of the period of the anticipated delay; provided, however, that (i) during the first year after the consummation of the Initial Sale, the Company may invoke only one Delay Period and (ii) thereafter the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of 180 days and (ii) a period of at least 90 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period120 days. Immediately upon receipt of a written notice of suspension, each holder of Registrable Securities the Trust shall cease all disposition efforts with respect to Registrable Securities held by such holderthe Trust. If the Company shall so postpone the filing of a registration statement, the Holders of Registrable Shares to be registered Trust shall have the right to withdraw the request for registration by giving written notice within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of Demand Requests for registration of Registrable Securities to which the Initiating Holder of Registrable Shares Trust is entitled pursuant to this section Section 2). The time period for which the Company is required to maintain the effectiveness of any registration statement shall be extended by the aggregate number of days of all Delay Periods during such registration. The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in the case of a delay arising as a result of relating to premature disclosure, in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market by senior executives executive officers and directors of the Company.
Appears in 1 contract
Delay Periods. The Company shall be entitled to postpone the ------------- filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this section 22.1, or suspend the use of any effective registration statement under this section 22.1, for a reasonable period of time, but not in excess of 90 days (a "Delay Period"), if (i) such postponement or suspension is required by applicable law arising from events outside of the control of the Company or (ii) any senior executive officer of the Company determines that in such senior executive 5 officer's reasonable good faith judgment the registration and distribution of the Registrable Securities covered or to be covered by such registration statement would materially interfere with any pending material financing, acquisition or acquisition, corporate reorganization reorganization, business combination, joint venture, strategic alliance, commercial alliance, customer contract or other material corporate development transaction involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Initiating Holder Holders written notice of such determination, and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of 180 days and (ii) a period of at least 90 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period. Immediately upon receipt of a written notice of suspension, each holder of Registrable Securities who made a request to participate in the underwritten offering pursuant to this section 2.1 shall cease all disposition efforts with respect to Registrable Securities held by such holder. If the Company shall so postpone the filing of a registration statement, the Holders of Registrable Shares to be registered shall automatically be deemed to have the right to withdraw withdrawn the request for registration by giving written notice within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, and such request shall not be counted for purposes of determining constitute the number of Demand Requests Request for registration to which the Initiating Holder Holders of Registrable Shares is are entitled pursuant to this section 2)2.1. The time period for which the Company is required to maintain the effectiveness of any the registration statement shall be extended by the aggregate number of days of all Delay Periods during such registration. The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in the case of a delay arising as a result of premature disclosure, in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company.
Appears in 1 contract
Delay Periods. The Company shall be entitled to postpone the ------------- filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this section 2, or suspend the use of any effective registration statement under this section 2, for a reasonable period of time, but not in excess of 90 days (a "Delay Period"), if any executive officer of the Company determines that in such executive 5 officer's reasonable good faith judgment the registration and distribution of the Registrable Securities covered or to be covered by such registration statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Initiating Holder written notice of such determination, and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of 180 days and (ii) a period of at least 90 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period. Immediately upon receipt of a written notice of suspension, each holder of Registrable Securities shall cease all disposition efforts with respect to Registrable Securities held by such holder. If the Company shall so postpone the filing of a registration statement, the Holders of Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of Demand Requests for registration to which the Initiating Holder of Registrable Shares is entitled pursuant to this section 2). The time period for which the Company is required to maintain the effectiveness of any registration statement shall be extended by the aggregate number of days of all Delay Periods during such registration. The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in the case of a delay arising as a result of premature disclosure, in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company.
Appears in 1 contract
Delay Periods. The Notwithstanding Section 1.1, the Company shall be entitled have the right to postpone the ------------- filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this section 2, or suspend the filing, effectiveness or use of any effective registration statement under this section 2, Registration Statement for a reasonable period length of time, but time not in excess of 90 to exceed sixty (60) calendar days (a "Delay Period") and from time to time if the Company shall determine that such use would require disclosure by the Company that would materially interfere with confidential negotiations or other confidential business activities (but such disclosure would not be required if such Registration Statement were not filed, effective or used), if any executive officer and the Board of Directors of the Company determines that in such executive 5 officer's reasonable good faith judgment that such disclosure would be materially detrimental to the registration Company and distribution of the Registrable Securities covered its stockholders or to be covered by would have a material adverse effect on any such registration statement would materially interfere with any pending material financing, acquisition or corporate reorganization confidential negotiations or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Initiating Holder written notice of such determination, and an approximation of the period of the anticipated delayconfidential business activities; provided, howeverthat, that during any (i12) consecutive months, the aggregate number of Delay Periods shall not exceed two (2) and the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed ninety (90). A deferral of the aggregate filing of 180 days a Registration Statement pursuant to this Section 1.2 shall be lifted, and the Registration Statement shall be filed forthwith, if the negotiations or other activities subject of the preceding sentence are disclosed or terminated. The Company shall provide written notice (iito the extent practicable) no fewer than two (2) Business Days prior to commencement of a period of at least 90 days shall elapse between Delay Period and promptly upon the termination end of any Delay Period and the commencement of the immediately succeeding Delay Period. Immediately upon receipt of a written notice of suspension, to each holder Holder of Registrable Securities Shares covered by the Registration Statement and such holders shall cease all disposition efforts with respect to Registrable Securities held by such holder. If shares pursuant to any Registration Statement immediately upon the Company shall so postpone the filing beginning of a registration statement, the Holders of Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice within 45 days after receipt any Delay Period until notified of the notice of postponement or, if earlier, the termination end of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of Demand Requests for registration to which the Initiating Holder of Registrable Shares is entitled pursuant to this section 2). The time period for which the Company is required to maintain the effectiveness of any registration statement shall be extended by the aggregate number of days of all Delay Periods during such registration. The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in the case of a delay arising as a result of premature disclosure, in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the CompanyPeriod.
Appears in 1 contract
Delay Periods. The Company shall be entitled to postpone the ------------- filing Upon receipt of any registration notice from SLC of the happening of any event which requires the making of any changes in the Registration Statement or related Prospectus so that such documents will not contain any untrue statement otherwise of a material fact or omit to state any material fact required to be prepared and filed stated therein or necessary to make the statement therein not misleading, the Selling Securityholders will forthwith discontinue disposition of Registrable Securities until receipt of the copies of the appropriately supplemented or amended Prospectus, or until they are advised in writing by SLC that the Company use of the Prospectus may be resumed, which supplement or amendment shall be furnished as promptly as practicable. To the extent that sales of Registrable Securities during a Normal Selling Period are prohibited pursuant to this section 2Section, or suspend SLC shall make available to the Selling Securityholders another Selling Period, consisting of the same number of days as the number of days during which sales were so prohibited, as soon as practicable thereafter. In addition, SLC shall have the right to refuse use of any effective registration statement under this section 2, for a reasonable period of time, but not in excess of 90 days the Registration Statement (a "Delay Period")) for a reasonable length of time and from time to time, if any executive officer its Senior Management Committee determines, in view of the Company determines that advisability (as determined by the Senior Management Committee in such executive 5 officer's reasonable its good faith judgment the registration and distribution business judgment) of deferring public disclosure of material corporate developments or other information, that use of the Registrable Securities covered or Registration Statement and the disclosures required to be covered by made therein would not be in the best interests of SLC at such registration statement would materially interfere with any pending material financingtime, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Initiating Holder written notice of such determination, and an approximation of the period of the anticipated delay; provided, however, provided that (i) the aggregate number of days included in all there shall not be more than two Delay Periods during in any consecutive 12 months calendar year. SLC shall not exceed use its reasonable efforts to minimize the aggregate of 180 days and (ii) a period of at least 90 days shall elapse between the termination length of any Delay Period and Period. SLC shall provide written notice to the commencement Selling Securityholders of the immediately succeeding beginning and end of each Delay Period. Immediately upon receipt of a written notice of suspension, each holder of Registrable Securities shall cease all disposition efforts with respect to Registrable Securities held by such holder. If the Company shall so postpone the filing of a registration statement, the Holders of Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of Demand Requests for registration to which the Initiating Holder of Registrable Shares is entitled pursuant to this section 2). The time period for which the Company is required to maintain the effectiveness of any registration statement shall be extended by the aggregate number of days of all Delay Periods during such registration. The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in the case of a delay arising as a result of premature disclosure, in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company.
Appears in 1 contract
