Limitations on Demand Registration Sample Clauses
Limitations on Demand Registration. (a) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to Subsection 2.3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan.
(b) Notwithstanding the foregoing obligations, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsections 2.3 and 2.4 (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if...
Limitations on Demand Registration. Notwithstanding Section 5.3(a),
(i) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 5.3 at any time during the 180-day period immediately following the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering of securities of the Company; and if the Board determines, in its good faith judgment, that the Company should not file any registration statement otherwise required to be filed pursuant to Section 5.3 or should withdraw any such previously filed registration statement because the Company is engaged in or in good faith plans to engage in any financing, acquisition or other material transaction which would be adversely affected by the filing or maintenance of a registration statement otherwise required to be filed or maintained pursuant to Section 5.3, or that the Company is in the possession of material nonpublic information required to be disclosed in such registration statement or an amendment or supplement thereto, the disclosure of which in such registration statement would be materially disadvantageous to the Company (a “Disadvantageous Condition”), the Company shall be entitled to postpone for the shortest reasonable period of time (but not exceeding 180 days from the date of the determination), the filing of such registration statement or, if such registration statement has already been filed, may withdraw such registration statement and shall promptly give the Holders 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 or effect the withdrawal of the registration statement, the Holders who made the request for registration 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. Upon the receipt of any such notice, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, shall deliver to the Company all copies of the prospectus then covering such Registrable Securities current at the time of receipt of such notice (or, if no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Securities). If any Disadvantageous Condition shall ceas...
Limitations on Demand Registration. The Company shall not be required to effect more than five (5) Underwritten Demands (together with any Underwritten Shelf Takedowns) in the aggregate. The Company shall not be required to effect an Underwritten Demand if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be registered in such Underwritten Demand, in the good faith judgment of the managing underwriter(s) therefor, is less than the lesser of (x) $20,000,000 and (y) such amount as would enable all remaining Registrable Securities to be included in such Underwritten Demand, in each case as of the date the Company receives a written request for an Underwritten Demand. The Company shall not be obligated to effect a Demand Registration (A) within ninety (90) days (or such longer period specified in any applicable lock-up agreement entered into with underwriters) after the “pricing” of a previous Demand Registration or Underwritten Shelf Takedown, the “pricing” of a Company-initiated Public Offering or the “pricing” of a previous “Demand Registration” or “Underwritten Shelf Takedown” (each as defined in the Existing Registration Rights Agreement) or (B) within sixty (60) days prior to the Company’s good faith estimate of the date of filing of a Company-initiated registration statement.
Limitations on Demand Registration. The Company shall not be required to effect more than four (4) Underwritten Demands (together with any Underwritten Shelf Takedowns) in aggregate. The Company shall not be required to effect an Underwritten Demand if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be registered in such Underwritten Demand, in the good faith judgment of the managing underwriter(s) therefor, is less than $100 million as of the date the Company receives a written request for an Underwritten Demand. The Company shall not be obligated to effect a Demand Registration (A) within ninety (90) days (or such longer period specified in any applicable lock-up agreement entered into with underwriters) after the consummation of a previous Demand Registration or Underwritten Shelf Takedown or Company-initiated Public Offering or (B) within sixty (60) days prior to the Company’s good faith estimate of the date of filing of a Company-initiated registration statement.
Limitations on Demand Registration. Notwithstanding Section 2.1.3.1, the Company shall not be obligated to file a registration statement with respect to a Demand Registration within six (6) months (or, if shorter, the underwriters’ lock up period applicable to participants in such offering) following the consummation of any underwritten public offering of shares of capital stock of the Company in which Registrable Shares of the Holders are included pursuant to Section 2.2.
Limitations on Demand Registration. Notwithstanding anything to the contrary in any other provision of this Agreement, the Company will not be required to effect a Demand Registration pursuant to this Section 2:
(i) during the period starting with the date of filing of, and ending on the last day of the Effectiveness Period relating to a registration statement in which such Holder had the right to participate pursuant to Section 3 (or with respect to which such Holder provided a Demand Notice), including a Registration Statement in which the managing underwriter reduced the Holder’s participation pursuant to Section 3(b); or
(ii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2 a certificate stating that in the good faith judgment of the Board of Directors of the Company, such registration and offering could materially interfere with a bona fide financing transaction of the Company, including without limitation a primary offering of securities, or any other material business transaction of the Company, or would require disclosure of information, the premature disclosure of which could materially and adversely affect the Company, in which event the Company shall have the right to defer the filing or effectiveness of a Registration Statement for a period of not more than one-hundred twenty (120) days after receipt of the request of a Holder pursuant to Section 2; provided that such right to delay a request shall be exercised by the Company not more than once in any consecutive twelve-month period.
Limitations on Demand Registration. Notwithstanding any other provision in this Agreement, the Company shall not be required to effect any Demand Registration at any time when another registration statement (other than on Form S-8) of the Company (A) is reasonably foreseen by the Board to be filed with the Commission within thirty (30) days after the date of request for Demand Registration, (B) has been filed and not yet become effective, or (C) has become effective less than six (6) months prior to the date of the request for Demand Registration.
Limitations on Demand Registration. Notwithstanding any other provision in this Agreement, E-Pub shall not be required to effect the Demand Registration (a) during the period of time during which its IPO Registration Statement shall remain effective; (b) during the 12 consecutive months following the effective date of a registration statement filed in connection with any previous registration in which the Holders of Registrable Securities exercised any piggyback rights pursuant to this Agreement; or (c) at any time when another registration statement (other than on Form X-0, X-0 or a registration statement on Form S-1 covering solely an employee benefit plan) of E-Pub (i) is reasonably foreseen by E-Pub's Board of Directors to be filed with the Commission within 30 days after the date of request for the Demand Registration, (ii) has been filed and not yet become effective, or (iii) has become effective less than six months prior to the date of the request for the Demand Registration.
Limitations on Demand Registration. The Company shall not be required to effect the Demand Registration for a 12 month period following the effective date of a Registration Statement pertaining to an underwritten Public Offering for the account of the Company. Upon receipt of a request for the Demand Registration, the Company may postpone the filing of a Registration Statement for the Demand Registration for a period not to exceed 6 months, if the Company furnishes to the Warrantholders and Holders requesting registration a certificate signed by the Company's President stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for a Public Offering to be commenced in the near future. If the Company so determines to postpone the Demand Registration, it shall promptly notify the requesting Warrantholders and Holders of such determination including the reason therefor, whereupon the requesting Warrantholders and Holders shall be entitled to withdraw such request and, if following the withdrawal of such requests, Warrantholders and Holders of fewer than 50% of the Registrable Securities are still requesting the Demand Registration, such Demand Registration shall not count as the Demand Registration, whether or not the Company proceeds with such registration, but the Company shall be under no obligation to proceed with such registration as the Demand Registration.
Limitations on Demand Registration. Notwithstanding anything to the contrary contained herein, (i) the Holders shall be entitled to request in the aggregate no more than two Underwritten Offerings pursuant to Section 2.03(a) in any 365-day period, (ii) each of Blackstone and First Reserve (each as defined in the PBF LLC Agreement) shall be entitled to request no more than four Underwritten Offerings pursuant to Section 2.03(a) in the aggregate, and (iii) the Corporation shall not be obligated to effect any Underwritten Offering pursuant to Section 2.03(a) prior to the expiration of 120 days from the closing of any other Underwritten Offering for which the Holders had piggyback registration rights pursuant to Section 2.02.