Common use of Limits on Demand Rights Clause in Contracts

Limits on Demand Rights. (a) The Company shall not be obligated to file a registration statement and cause it to become effective if at the time the Company receives a Demand Notice the Company is engaged in an underwritten public offering. (b) The Company may, on one occasion, delay the filing of any registration statement pursuant to a Demand Notice for a period of up to 90 days after the date of delivery of the Demand Notice by giving the Holders sending the Demand Notice written notice of such delay. (c) If, while a registration request is pending pursuant to Section 2.1, the Company has been advised by legal counsel that (i) the filing of a registration statement would require the disclosure of a material transaction or other factor that the Company reasonably determines in good faith would have a material adverse effect on the Company or (ii) the Company then is unable to comply with SEC requirements applicable to the requested registration, then in each instance the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (x) the date upon which such material information is otherwise disclosed to the public or ceases to be material or the Company is able to so comply with applicable requirements of the SEC, as the case may be, and (y) 60 days after the Company has been so advised by legal counsel.

Appears in 3 contracts

Samples: Registration Rights Agreement (TRUEYOU.COM), Registration Rights Agreement (TRUEYOU.COM), Registration Rights Agreement (TRUEYOU.COM)

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Limits on Demand Rights. (a) The Company shall not be obligated to file a registration statement and cause it to become effective if at the time the Company receives a Demand Notice the Company is engaged in an underwritten public offering. (b) The Company may, on one occasion, delay the filing of any registration statement pursuant to a Demand Notice for a period of up to 90 days after the date of delivery of the Demand Notice by giving the Holders sending the Demand Notice written notice of such delay. (c) If, while a registration request is pending pursuant to Section 2.1, the Company has been advised by legal counsel that (i) the filing of a registration statement would require the disclosure of a material transaction or other factor that the Company reasonably determines in good faith would have a material adverse effect on the Company or (ii) the Company then is unable to comply with SEC requirements applicable to the requested registration, then in each instance the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (x) the date upon which such material information is otherwise disclosed to the public or ceases to be material or the Company is able to so comply with applicable requirements of the SEC, as the case may be, and (y) 60 days after the Company has been so advised by legal counsel. (d) The Company will not include in any demand registration under this Section 2 any securities which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities requesting such registration.

Appears in 2 contracts

Samples: Registration Rights Agreement (TRUEYOU.COM), Registration Rights Agreement (TRUEYOU.COM)

Limits on Demand Rights. (a) The Company shall not be obligated to file a registration statement and cause it to become effective if at the time the Company receives a Demand Notice the Company is engaged "in registration" for an underwritten public offering. (b) The Company may, on one occasion, delay the filing of any registration statement pursuant to a Demand Notice for a period of up to 90 days after the date of delivery of the Demand Notice by giving the Holders sending the Demand Notice written notice of such delay. (c) If, while a registration request is pending pursuant to Section 2.1, the Company has been advised by legal counsel that that: (i) the filing of a registration statement would require the disclosure of a material transaction or other factor that the Company reasonably determines in good faith would have a material adverse effect on the Company Company; or (ii) the Company then is unable to comply with SEC requirements applicable to the requested registration, then in each instance the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of of: (x) the date upon which such material information is otherwise disclosed to the public or ceases to be material or the Company is able to so comply with applicable requirements of the SEC, as the case may be, ; and (y) 60 days after the Company has been so advised by legal counselcounsel that such registration may be lawfully effected.

Appears in 1 contract

Samples: Registration Rights Agreement (TRUEYOU.COM)

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Limits on Demand Rights. (a) The Company shall not be obligated to file a registration statement and cause it to become effective if at the time the Company receives a Demand Notice the Company is engaged in an underwritten public offering. (b) The Company may, on one occasion, delay the filing of any registration statement pursuant to a Demand Notice for a period of up to 90 to9O days after the date of delivery of the Demand Notice by giving the Holders sending the Demand Notice written notice of such delay. (c) If, 1f while a registration request is pending pursuant to Section 2.1, the Company has been advised by legal counsel that (i) the filing of a registration statement would require the disclosure of a material transaction or other factor that the Company reasonably determines in good faith would have a material adverse effect on the Company or (iiif) the Company then is unable to comply with SEC requirements applicable to the requested registration, then in each instance the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (xof(x) the date upon which such material information is otherwise disclosed to the public or ceases to be material or the Company is able to so comply with applicable requirements of the SEC, as the case may be, and (y) 60 days after the Company has been so advised by legal counsel.

Appears in 1 contract

Samples: Registration Rights Agreement (TRUEYOU.COM)

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