Common use of Initial Registration, Demand and Piggyback Blackout Clause in Contracts

Initial Registration, Demand and Piggyback Blackout. Notwithstanding any other provision of this Agreement to the contrary, if the Board of Directors of the Company determines in good faith that the registration and distribution of Registrable Securities (a) would materially impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (b) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, the Company shall (i) be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement and/or the use of any resale Prospectus for a reasonable period of time not to exceed 45 days and (ii) promptly give the Trust notice of such postponement or suspension (which notice need not specify the nature of the event giving rise to such suspension).

Appears in 3 contracts

Samples: Registration Rights Agreement (Owens Corning (Reorganized) Inc.), Registration Rights Agreement (Owens Corning/Fibreboard Asbestos Personal Injury Trust), Registration Rights Agreement (Owens Corning)

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Initial Registration, Demand and Piggyback Blackout. Notwithstanding Notwith-standing any other provision of this Agreement to the contrary, if the Board of Directors of the Company determines in good faith that the registration and distribution of Registrable Securities (a) would materially impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (b) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, the Company shall (i) be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement and/or the use of any resale Prospectus for a reasonable period of time not to exceed 45 60 days and (ii) promptly give the Trust Holders notice of such postponement or suspension (which notice need not specify the nature of the event giving rise to such suspension).

Appears in 1 contract

Samples: Registration Rights Agreement (Northwest Airlines Corp)

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