Material Development Condition Sample Clauses
A Material Development Condition clause sets specific requirements that must be met before a project or transaction can proceed to the next stage. Typically, this clause outlines key milestones or deliverables—such as obtaining permits, securing financing, or completing design work—that are essential for the project's advancement. By clearly defining these prerequisites, the clause helps manage risk and ensures that all parties are aligned on what must be accomplished before further commitments are made.
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be materially disadvantageous (a "Material Development Condition") to the Company to proceed with such Registration Statement, then the Company shall, notwithstanding any other provisions of this Undertaking, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a "Delay Notice") from an officer of the Company to Donald R. Harkleroad, as the Representative of the Shareholders, (i) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇egistrable Securities by the Shareholders pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to Donald R. Harkleroad, as the Representative of the Shareholders). No▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇regoing provisions of this Section 6(b), (1) in no event may such cessation or delay be, for each such Registration Statement, for a period of more than one hundred and twenty (120) consecutive days from the giving of its Delay Notice to the Shareholders with respect to such Material Development Condition, as above provided; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall cause a new Registration Statement covering the Registrable Securities to be filed with the Commission as soon as reasonably practicable after such Material Development Condition ceases to exist or, if sooner, as soon as practicable after the expiration of such one hundred and twenty (120) day...
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 2 or 3, if the Company determines that, in its good faith judgment, (i) filing a Registration Statement or maintaining effectiveness of a current Registration Statement would have a material adverse effect on the Company or its stockholders in relation to any material financing, acquisition or other corporate transaction, and the Company has determined that disclosure of any such transaction is not in the best interests of the Company and its stockholders, or (ii) the filing or maintaining effectiveness of a current Registration Statement would require disclosure of material information that the Company has a valid business purpose of retaining as confidential, upon the giving of a written notice (a “Delay Notice”) to such effect, signed by the Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer of the Company, to any Holder of Registrable Securities included or to be included in such Registration Statement, the Company shall be entitled to postpone filing or suspend the use by the Holders of the Registration Statement for a reasonable period of time, provided that the Company may not postpone the filing or suspend any such sales for a period of more than sixty (60) consecutive days; provided, that the Company shall not be entitled to exercise any such right more than two times in any calendar year or less than 30 days from the prior suspension period; and provided further, that such exercise shall not prevent the Holders from being entitled to at least 240 days of effective registration per calendar year.
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3 hereof, if the Board of Directors of the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company or any subsidiary) be impracticable or seriously detrimental (a "Material Development Condition") to the Company or any subsidiary to file such Registration Statement with the SEC, or to amend or supplement a Registration Statement that has been filed with the SEC, then the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving to the Stockholders of a certificate signed by an executive officer of the Company stating that in the good faith judgment of the Board of Directors that a Material Development Condition has occurred (a "Delay Notice"), (i) to cause sales of Registrable Securities by the Selling Stockholders pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company’s control of any required financial statements, or any event or condition of similar significance to the Company or any subsidiary) be disadvantageous (a “Material Development Condition”) to the Company for such a Registration Statement to be maintained effective for sales of Registrable Securities, the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice (a “Delay Notice”) to such effect to any Holder of Registrable Securities, to cause the effectiveness of such Registration Statement to be suspended, until, in the good faith judgment of the Company, such Material Development Condition no longer exists (notice of which the Company shall deliver on a same day basis to any Holder of Registrable Securities with respect to which any such Registration Statement has been filed).
Material Development Condition. With respect to any registration statement filed or to be filed pursuant to a Demand Registration or a Piggyback Registration, if the Company determines that, in its good faith judgment, it would (because of the existence of any acquisition or corporate reorganization or other transaction, financing activity or other development involving the Company) be materially detrimental (a "Material Development Condition") to the Company for such a registration statement to be filed, to become effective or to be maintained effective or for sales of Registrable Securities to continue pursuant to the registration statement, the Company shall be entitled, upon the
Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company’s control of any required financial statements, or any event or condition of similar significance to the Company or any subsidiary) be disadvantageous (a “Material Development Condition”) to the Company for such a Registration Statement to be maintained effective for sales of Registrable Securities, the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice (a “Delay Notice”) to such effect to any Holder of Registrable Securities, to cause the effectiveness of such Registration Statement to be suspended, until, in the good faith judgment of the Company, such Material Development Condition no longer exists (notice of which the Company shall deliver on a same day basis to any Holder of Registrable Securities with respect to which any such Registration Statement has been filed).