Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause shares of Common Stock and Common Stock Equivalents to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications:
(a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of Selling Stockholders to make sales pursuant to, any registration statement otherwise required to be prepared, filed and made and kept effective by it hereunder (but the duration of such postponement or suspension may not exceed the earlier to occur of (i) 15 days after the cessation of the circumstances described in clauses (A) and (B) below or (ii) 120 days after the date of the determination of the Board of Directors of the Company referred to below, and the duration of such postponement or suspension shall be excluded from the calculation of the period specified in clause (i) of Section 4.3(a)) if the Board of Directors of the Company determines in good faith that (A) there is a material undisclosed development in the business or affairs of the Company (including any pending or proposed financing, recapitalization, acquisition or disposition), the disclosure of which at such time could be adverse to the Company's interests or (B) the Company has filed a registration statement with the SEC, such registration statement has not yet been declared effective, the Company is using its reasonable best efforts to have such registration statement declared effective, and the underwriters with respect to such registration advise that such registration would be adversely affected. If the Company shall so delay the filing of a registration statement, it shall, as promptly as possible, notify the Selling Stockholders of such determination, and the Selling Stockholders shall have the right (x) in the case of a postponement of the filing or effectiveness of a registration statement, to withdraw the request for registration by giving written notice to the Company within 10 days after receipt of the Company's notice or (y) in the case of a suspension of the right to make sales, to receive an extension of the registration period equal to the number of days of the suspension.
(b) The Company shall not be required hereby to include shares of Common Stock or Common Stock Equivalents in a registration statement if, in the written opinion (to be issued to, and relied upon by, the Stockholders seeking incl...
Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 90 days) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2.1 if the Company determines, in its reasonable judgment, that such registration and offering would interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company and promptly gives the holders of Registrable Securities requesting registration thereof pursuant to Section 2.1 written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so postpone the filing of a registration statement, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 50% of the Registrable Securities with respect to which registration has been requested, shall have the right to withdraw the request for registration by giving written notice to the Company within 30 days after receipt of the notice of postponement and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof.
Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its best efforts to cause the Registrable Securities to be registered under the Securities Act are sub- ject to each of the following limitations, conditions and qualifications: In addition to its rights under Section 2.1.8 the Company shall be entitled to postpone for a reasonable period of time (but not exceeding 60 days) the filing of any registra- tion statement otherwise required to be prepared and filed by it pursuant to Section 2.1 if the Company determines, in its reasonable judgment, that such registration and offering would interfere with any financing, acquisition, corporate reorgani- zation or other material transaction involving the Company or any of its Affiliates or would require premature disclosures thereof and promptly give RHI written notice of such determina- tion, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so postpone the filing of a registration statement, RHI shall have the right to withdraw the request for registration by giving written notice to the Company within 30 days after receipt of the notice of postponement and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which RHI is enti- tled pursuant to Section 2.1 hereof.
Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Corporation to use its reasonable efforts to cause the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications.
(a) The Corporation shall not be obligated to file any registration statement pursuant to Section 2.1 hereof at any time if the Corporation would be required to include financial statements audited as of any date other than the end of its fiscal year.
(b) The Corporation shall be entitled to postpone for a period of time (which in the judgment of the Corporation is reasonable under the circumstances) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2.1 if the Corporation determines, in its reasonable judgment, that such registration and offering would interfere with any financing, acquisition, corporate reorganization or other proposed material transaction involving the Corporation or any of its Affiliates or that it would require the Corporation to disclose material non-public Information that it deems advisable not to disclose and promptly gives the Investor written notice of such determination. Further, the Corporation shall have the right to require each Investor participating not to sell securities in a public offering for a period of up to 90 days during the effectiveness of any registration statement if the Corporation shall determine that such sale would interfere with any transaction involving the Corporation as described above or that such registration would require disclosure of such material non-public information. If pursuant to the preceding sentence the Corporation has required the Investor to discontinue the sale of securities during the effectiveness of a registration statement, then the period of time any such registration statement must be kept effective pursuant to Section 2.3(ii) hereof shall be extended for a period equal to the length of such discontinuance.
(c) If the Investor proposes that the sale of Registrable Securities pursuant to Section 2.1 hereof be an underwritten offering, the Corporation shall have the right to approve the choice of underwriters who undertake such offering.
Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to cause the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: The Company, by act of its Board of Directors, shall be entitled to postpone for a reasonable period of time (but not exceeding ninety (90) days during any 12-month period) the filing or effectiveness of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2.1 if the Board of Directors of the Company determines, in its reasonable judgment, that (a) the Company is in possession of material information that has not been disclosed to the public and the Board of Directors of the Company reasonably deems it to be advisable not to disclose such information at such time in a registration statement or (b) such registration and offering would interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company and its Subsidiaries, taken as a whole, and, in any such case, the Company promptly gives each Stockholder written notice of such determination containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so postpone the filing of a registration statement, the holders of a majority of the Registrable Securities covered by such registration statement shall have the right to withdraw the request for registration by giving written notice of withdrawal and, in the event of such withdrawal, such demand for registration related to the withdrawn registration statement shall not be counted for purposes of the demands for registration to which the Stockholders are entitled pursuant to Section 2.1 hereof.
Limitations, Conditions and Qualifications to Obligations under Registration Covenants. (a) The Company shall be entitled to postpone or suspend, as the case may be, for a reasonable period of time (but not exceeding an aggregate of 90 days in any rolling 180-day period from and after the Effective Time) the filing, initial effectiveness and/or continued use of any registration statement otherwise required to be prepared, filed and have declared and maintained as effective by it pursuant to Section 2.1 if the Company determines, in its reasonable judgment, that such filing, initial effectiveness or continued use would interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or would require the inclusion in such registration statement of financial statements that are unavailable to the Company for reasons beyond the Company's control and promptly gives the holders of Registrable Securities requesting registration thereof pursuant to Section 2.1 written notice (which shall be kept strictly confidential) of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated
Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligation of the Company to use its best efforts to cause the Registrable Securities to be registered under the Securities Act is subject to the following limitations, conditions and qualifications.
(a) The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 180 days, in the case of a registration pursuant to Section 2.1 or 2.2, and 30 days in the case of a registration pursuant to Section 2.8) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2.1, if the Company determines, in its reasonable judgment, that such registration and offering (i) would interfere with any financing, acquisition, merger, consolidation, material joint venture, corporate reorganization or other material transaction involving the Company or any of its Affiliates, or (ii) would require premature disclosure of any of the foregoing transactions (or of the existence
Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company to use its reasonable efforts to cause the Shareholder Common Stock to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications (except in the case of the Automatic Registration Statement):
(a) The Company shall be entitled to postpone for a reasonable period of time the filing or effectiveness of, or suspend the rights of the Holders to make sales pursuant to, any
Limitations, Conditions and Qualifications to Obligations under Registration Covenants. No Holder of Registrable Securities may participate in any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.
Limitations, Conditions and Qualifications to Obligations under Registration Covenants. Anything in this Agreement to the contrary notwithstanding, it is understood and agreed that the Company may require any holder of Registrable Securities to cease selling under, and shall be entitled to delay seeking effectiveness of, and shall not be required to file a Registration Statement, amendment or post-effective amendment thereto or Prospectus supplement or to supplement or amend any Registration Statement if the Company is then involved in discussions concerning, or otherwise engaged in, an acquisition, disposition, financing or any other material transaction if the Company determines in good faith that the making of such a filing, supplement or amendment at such time would materially adversely effect or interfere with such transaction; provided, however, that the Company shall not postpone pursuant to this Section 2.6 the ability of holders selling Registrable Securities to sell or the making of all such filings, supplements or amendments with respect to all registrations proposed pursuant to this Agreement for more than an aggregate of 90 days in any 12-month period. The Company shall promptly give the holders of Registrable Securities written notice of such postponement, which shall contain no information relating to the reasons for such postponement but will contain an approximation of the anticipated delay. Upon receipt by a holder of notice of an event of the kind described in this Section 2.6, such holder shall forthwith discontinue such holder's disposition of Registrable Securities until such holder's receipt of notice from the Company that such disposition may continue and of any supplemented or amended prospectus indicated in such notice.
