Common use of Limitations on Registration Clause in Contracts

Limitations on Registration. The Purchaser shall not be required --------------------------- to file a registration statement pursuant to this Section 9.2 which would become effective within (i) 180 days following the effective date of a registration statement (other than a registration statement filed on Form S-4 or S-8) filed by the Purchaser with the Commission pertaining to any public offering for the account of the Purchaser or another holder of securities of the Purchaser if the Stockholder was afforded the opportunity to include at least 1,000,000 Purchaser Shares (it being understood that if there shall occur any change in the Purchase Shares by reason of any stock dividend, extraordinary dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the number of Purchaser Shares set forth herein shall be proportionally adjusted) in such registration pursuant to Section 9.3. In no event shall the Purchaser be required to effect more than one (1) registration pursuant to Section 9.2. Notwithstanding the foregoing, if, in the good faith determination of the Purchaser's Board of Directors, a registration would adversely affect certain activities of the Purchaser to the material detriment of the Purchaser, then the Purchaser may at its option direct that such registration be delayed for a period not in excess of 90 days in the aggregate from the date of the Purchaser's receipt of the Request or from the first date upon which the Purchaser is required to effect the registration contemplated by Section 9.2, as applicable (the "Period of Delay"). ---------------

Appears in 2 contracts

Samples: Stockholder Agreement (Primus Telecommunications Group Inc), Shareholder Agreement (Primus Telecommunications Group Inc)

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Limitations on Registration. The Purchaser Company shall not be required --------------------------- to file effect a registration statement pursuant to this Section 9.2 which would become effective within 5.01: (i) after the Company has effected 2 registrations pursuant to this Section 5.01, and such registrations have been declared or ordered effective; provided, however, that in the event that the number of Registrable Securities included in any registration pursuant to this Section 5.01 is reduced by more than 50% of the number of Registrable Securities proposed to be registered pursuant to Section 5.01(a) in any registration, then such registration shall not count as a registration for purposes of this Section 5.01; (ii) during the period starting with the date which is 60 calendar days prior to the Company's good faith estimate of the date of the filing of, and ending on a date 180 calendar days following the effective date of of, a Company-initiated registration subject to Section 5.02 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) if the Company shall furnish to the Initiating Holders requesting a registration statement (other than pursuant to this Section 5.01 a registration statement filed on Form S-4 or S-8) filed certificate signed by the Purchaser Company's Authorized Officer stating that a Potential Material Event exists, in which event the Company shall have the right to defer such filing for a period of not more than 90 calendar days after the Demand Notice Date, provided that such right to delay a request may not be exercised by the Company more than twice in any 12-month period with at least a 60 calendar day interval between such "black-out" periods; or (iv) if the Initiating Holders, together with the Commission pertaining to holders of any public offering for the account other Securities of the Purchaser or another holder of securities of the Purchaser if the Stockholder was afforded the opportunity Company entitled to include at least 1,000,000 Purchaser Shares (it being understood that if there shall occur any change in the Purchase Shares by reason of any stock dividend, extraordinary dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the number of Purchaser Shares set forth herein shall be proportionally adjusted) inclusion in such registration pursuant statement, propose to Section 9.3. In no event shall sell Registrable Securities and such other Securities (if any) whereby the Purchaser be required to effect more than one aggregate proceeds of which (1) registration pursuant to Section 9.2. Notwithstanding the foregoing, if, in the good faith determination of the Purchaserafter deduction for underwriter's Board of Directors, a registration would adversely affect certain activities of the Purchaser discounts and expenses related to the material detriment of the Purchaser, then the Purchaser may at its option direct that such registration be delayed for a period not in excess of 90 days in the aggregate from the date of the Purchaser's receipt of the Request or from the first date upon which the Purchaser is required to effect the registration contemplated by Section 9.2, as applicable (the "Period of Delay"). ---------------issuance) are less than $5,000,000.

Appears in 1 contract

Samples: Investor Rights Agreement (Xinhua Finance Media LTD)

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Limitations on Registration. The Purchaser shall not be required --------------------------- to file a registration statement pursuant to this Section 9.2 which would become effective within (i) 180 days following the effective date of a registration statement (other than a registration statement filed on Form S-4 or S-8) filed by the Purchaser with the Commission pertaining to any public offering for the account of the Purchaser or another holder of securities of the Purchaser if the Stockholder was afforded the opportunity to include at least 1,000,000 Purchaser Shares (it being understood that if there shall occur any change in the Purchase Shares by reason of any stock dividend, extraordinary dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the number of Purchaser Shares set forth herein shall be proportionally adjusted) in such registration pursuant to Section 9.3. In no event shall the Purchaser be required to effect more than one (1) registration pursuant to Section 9.2. Notwithstanding the foregoing, if, in the good faith determination of the Purchaser's Board of Directors, a registration would adversely affect certain activities of the Purchaser to the material detriment of the Purchaser, then the Purchaser may at its option direct that such registration be delayed for a period not in excess of 90 days in the aggregate from the date of the Purchaser's receipt of the Request or from the first date upon which the Purchaser is required to effect the registration contemplated by Section 9.2, as applicable (the "Period of DelayPERIOD OF DELAY"). ---------------.

Appears in 1 contract

Samples: Stockholder Agreement (Trescom International Inc)

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