Common use of Effectiveness; Trading Window; Suspension Right Clause in Contracts

Effectiveness; Trading Window; Suspension Right. (i) Purchaser will use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement and other applicable registrations, qualifications and compliances for one (1) year from the Closing Date (the "Registration Effective Period"), and from time to time will amend or supplement the Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and any applicable state securities statute or regulation, subject to the following limitations and qualifications. (ii) Following the date on which the Registration Statement is first declared effective and subject to the restrictions set forth in Section 6.22 below, the Holders will be permitted (subject in all cases to Section 6.21 below) to offer and sell Registrable Shares under the Registration Statement during the Registration Effective Period in the manner described in the Registration Statement; provided that the Registration Statement remains effective and has not been suspended; provided, however, that such offers and sales may only occur during the period that begins at the close of business on the second full trading day following the date of public disclosure of the Purchaser's financial results for a particular fiscal quarter or year and ending on the close of business on the later of (i) 30 days after such date, and (ii) the 15th day of the third month of the next fiscal quarter. (iii) Notwithstanding any other provision of this Section 6.20, Purchaser shall have the right pursuant to its xxxxxxx xxxxxxx policy, at any time to require that all Holders suspend further open market offers and sales of Registrable Shares whenever, and for such period of time as there is material undisclosed information or events with respect to Purchaser the disclosure of which would be seriously detrimental to the Purchaser; provided, however, that Purchaser shall also suspend further open market offers and sales of its shares by those persons or entities then subject to Purchaser's xxxxxxx xxxxxxx policy. Purchaser will promptly give the Holders notice of any such suspension.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Phoenix Technologies LTD)

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Effectiveness; Trading Window; Suspension Right. (i) Purchaser Acquiror will use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement and other applicable registrations, qualifications and compliances for one (1) year from the Closing Date (the "Registration Effective Period"), and from time to time will amend or supplement the Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and any applicable state securities statute or regulation, subject to the following limitations and qualifications. (ii) Following the date on which the Registration Statement is first declared effective and subject to the restrictions set forth in Section 6.22 belowthe Restricted Stock Agreement and the Sale Restriction Agreement, the Holders will be permitted (subject in all cases to Section 6.21 6.7 below) to offer and sell Registrable Shares under the Registration Statement during the Registration Effective Period in the manner described in the Registration Statement; Statement provided that the Registration Statement remains effective and has not been suspended; provided, however, that such offers and sales may only occur during the period that begins at the close of business on the second full trading day following the date of public disclosure of the Purchaser's Acquiror’s financial results for a particular fiscal quarter or year and ending on the close of business on the later of (i) 30 days after such date, and (ii) the 15th last day of the third second month of the next fiscal quarter. (iii) Notwithstanding any other provision of this Section 6.206.6, Purchaser Acquiror shall have the right pursuant to its xxxxxxx ixxxxxx xxxxxxx policy, at any time to require that all Holders suspend further open market offers and sales of Registrable Shares whenever, and for such period of time as there is material undisclosed information or events with respect to Purchaser Acquiror the disclosure of which would be seriously detrimental to the PurchaserAcquiror; provided, however, that Purchaser Acquiror shall also suspend further open market offers and sales of its shares by those all other persons or and entities then subject to Purchaser's xxxxxxx Acquiror’s ixxxxxx xxxxxxx policy. Purchaser Acquiror will promptly give the Holders notice of any such suspension.

Appears in 1 contract

Samples: Merger Agreement (Deltagen Inc)

Effectiveness; Trading Window; Suspension Right. (i) Purchaser will use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement and other applicable registrations, qualifications and compliances for one (1) year from the Closing Date (the "Registration Effective Period"), and from time to time will amend or ----------------------------- supplement the Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and any applicable state ------------ securities statute or regulation, subject to the following limitations and qualifications. (ii) Following the date on which the Registration Statement is first declared effective and subject to the restrictions set forth in Section 6.22 ------------ below, the Holders will be permitted (subject in all cases to Section 6.21 ------------ below) to offer and sell Registrable Shares under the Registration Statement during the Registration Effective Period in the manner described in the Registration Statement; provided that the Registration Statement remains -------- effective and has not been suspended; provided, however, that such offers and -------- ------- sales may only occur during the period that begins at the close of business on the second full trading day following the date of public disclosure of the Purchaser's financial results for a particular fiscal quarter or year and ending on the close of business on the later of (i) 30 days after such date, and (ii) the 15th day of the third month of the next fiscal quarter. (iii) Notwithstanding any other provision of this Section 6.20, ------------ Purchaser shall have the right pursuant to its xxxxxxx xxxxxxx policy, at any time to require that all Holders suspend further open market offers and sales of Registrable Shares whenever, and for such period of time as there is material undisclosed information or events with respect to Purchaser the disclosure of which would be seriously detrimental to the Purchaser; provided, however, that -------- ------- Purchaser shall also suspend further open market offers and sales of its shares by those persons or entities then subject to Purchaser's xxxxxxx xxxxxxx policy. Purchaser will promptly give the Holders notice of any such suspension.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Phoenix Technologies LTD)

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Effectiveness; Trading Window; Suspension Right. (i) Purchaser Acquiror will use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement and other applicable registrations, qualifications and compliances for one (1) year from the Closing Date (the "Registration Effective Period"), and from time to time will amend or supplement the Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and any applicable state securities statute or regulation, subject to the following limitations and qualifications. (ii) Following the date on which the Registration Statement is first declared effective and subject to the restrictions set forth in Section 6.22 belowthe Restricted Stock Agreement and the Sale Restriction Agreement, the Holders will be permitted (subject in all cases to Section 6.21 6.7 below) to offer and sell Registrable Shares under the Registration Statement during the Registration Effective Period in the manner described in the Registration Statement; Statement provided that the Registration Statement remains effective and has not been suspended; provided, however, that such offers and sales may only occur during the period that begins at the close of business on the second full trading day following the date of public disclosure of the Purchaser's Acquiror’s financial results for a particular fiscal quarter or year and ending on the close of business on the later of (i) 30 days after such date, and (ii) the 15th last day of the third second month of the next fiscal quarter. (iii) Notwithstanding any other provision of this Section 6.206.6, Purchaser Acquiror shall have the right pursuant to its xxxxxxx ixxxxxx xxxxxxx policy, at any time to require that all Holders suspend further open market offers and sales of Registrable Shares whenever, and for such period of time as there is material undisclosed information or events with respect to Purchaser Acquiror the disclosure of which would be seriously detrimental to the PurchaserAcquiror; provided, however, that Purchaser Acquiror shall also suspend further open market offers and sales of its shares by those persons or entities then subject to Purchaser's xxxxxxx Acquiror’s ixxxxxx xxxxxxx policy. Purchaser Acquiror will promptly give the Holders notice of any such suspension.

Appears in 1 contract

Samples: Merger Agreement (Deltagen Inc)

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