Postponement of Registration. (i) The Company shall be entitled to postpone the filing (but not the preparation) or the initial effectiveness of, or suspend the use of, a Registration Statement up to two times in any twelve (12) month period, in each case for a reasonable period of time that does not exceed, in the aggregate together with all other such postponements or suspensions, ninety (90) days in any twelve (12) month period, if the Company delivers to the Shareholders requesting registration or Shareholders named in a Registration Statement filed pursuant to Section 3(a) a certificate signed by an executive officer certifying that such registration and offering would (A) require the Company to make an Adverse Disclosure or (B) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its Subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Shareholders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(r).
(ii) If the Company shall so postpone the filing of a Registration Statement pursuant to a Demand Notice, the Shareholders requesting such registration shall have the right to withdraw a request for registration pursuant to Section 3(b) by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Shareholders and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that in the event such Shareholders do not so withdraw the request for registration, the Company shall continue to prepare a Registration Statement during such postponement such that, if it exercises its rights under this Section 3(d), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable efforts to cause the effectiveness and the use of the applicable deferred or suspended Registration Statement.
(iii) In the event the Company exercises its rights to postpone the initial effectiveness of, or suspend the use of, a Registration Statement, the Shareholders agree to suspend, promptly upon their receipt of the certif...
Postponement of Registration. The Company shall be entitled to postpone, for a reasonable period of time not in excess of 90 days during any 365-day period, the filing of a Registration Statement if the Company determines, in the good faith exercise of its reasonable business judgment, that such registration and offering could adversely affect or interfere with bona fide financing plans of the Company or any of its affiliates or would require disclosure of information, the premature disclosure of which could adversely affect the Company or any transaction under consideration by the Company.
Postponement of Registration. Notwithstanding anything to the contrary in Section 3.1, Section 3.2 or Section 3.3 , the Company may postpone the filing or effectiveness of any Demand Registration Statement, Shelf Registration Statement or Piggyback Registration, or suspend the use of any Demand Registration Statement, Shelf Registration Statement or Piggyback Registration, at any time if the Company determines, in its sole discretion, that such action or proposed action (i) would adversely affect or interfere with any proposal or plan by the Company or any of its Affiliates to engage in any material financing or in any material acquisition, merger, consolidation, tender offer, business combination, securities offering or other material transaction or (ii) would require the Company to make an Adverse Disclosure; provided, however, that the Company will not exercise its rights of postponement with respect to a Demand Registration Statement or Shelf Registration Statement pursuant to this Section 3.4 for more than 180 days (which need not be consecutive) in any consecutive 12-month period. The Company shall promptly notify all Shareholders of any postponement pursuant to this Section 3.4 and the Company agrees that it will terminate any such postponement with respect to a Demand Registration Statement or Shelf Registration Statement as promptly as reasonably practicable and will promptly notify each Shareholder of such termination. In making any such determination to initiate or terminate a postponement, the Company shall not be required to consult with or obtain the consent of any Shareholder or any investment manager therefor (including the VEBA), and any such determination shall be in the sole discretion of the Company, and no Shareholder nor any investment manager for any Shareholder (including the VEBA) shall be responsible or have any liability therefor.
Postponement of Registration. If after any registration statement including Registrable Shares has become effective there exists in the opinion of Seller's management material non-public information about Seller which has not been released and which, in the reasonable opinion of Seller's management, would not be advisable to release, then upon receipt of notice from Seller, Purchaser will not offer or sell or permit to be offered or sold any of the Registrable Shares for such time as Seller believes such condition is continuing. If the offering is not completed because of Seller's exercise of its rights hereunder, Seller will reimburse Purchaser for all of its expenses incurred in connection with the terminated offering.
Postponement of Registration. Notwithstanding Section 2.1(a), the Company shall be entitled to postpone the declaration of effectiveness of the Shelf Registration Statement for a reasonable period of time, but not in excess of 60 days after the date the SEC has informed the Company that the Shelf Registration Statement will not be reviewed or that the SEC has no further comments with regard to the Shelf Registration Statement, if the board of directors of the Company (the "Board"), acting in good faith and following consultation with legal counsel, determines that there exists material non-public information about the Company which the Board does not wish to disclose in a Registration Statement (due to the fact that such disclosure would result in a significant adverse impact on the Company or its stockholders), which information would otherwise be required to be disclosed in any Registration Statement filed with the SEC by the Company.
Postponement of Registration. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1, the Company shall have the right to postpone or delay such registration if the Company reasonably believes that such registration at such time would have a material adverse effect on the operations or financial conditions of the Company; provided, however, that the Company may exercise its rights under this Section 4.4 only one time in any 12-month period. The Company shall immediately give notice of such delay or postponement to each Holder proposing to sell Registrable Securities in such underwritten offering, explaining the reasons for each such postponement or delay. In the event the Company has not filed a registration statement within three months of a notice of delay or postponement, the Holders shall be entitled again to demand such registration (in accordance with the requirements of Section 2.1) without any further delay or postponement and without prejudice to any other rights accorded such Holders in this Agreement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will give the Holders on whose behalf Registrable Securities are to be so registered and their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders and such underwriter or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Postponement of Registration. Notwithstanding Section 2 above, Parent shall be entitled to postpone the declaration of effectiveness of the registration statement prepared and filed pursuant to Section 2 for a reasonable period of time, but not in excess of 15 calendar days after the applicable deadline, if the Board of Directors of Parent, acting in good faith, determines that there exists material nonpublic information about Parent which the Board does not wish to disclose in a registration statement or a periodic report required to be filed under the Exchange Act (due to the fact that such disclosure may not be in the best interests of Parent or Parent's shareholders) which information would otherwise be required by the Securities Act to be disclosed in the registration statement to be filed pursuant to Section 2 above.
Postponement of Registration. Upon notice to the Piggyback Investors, the Company may postpone effecting a Piggyback Registration (or suspend the use of an effective registration statement) pursuant to this Section 3 during any period for a period not to exceed 45 days in any calendar quarter or 90 days in any fiscal year, if the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Board of Directors believes in good faith would not be in the best interests of the Company.
Postponement of Registration. Notwithstanding anything to the contrary contained herein, the Company may postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a registration requested if its Board of Directors reasonably believes the requested registration would have a material adverse effect on, or interfere in any material respect with, any proposal or plan by the Company to engage in any public financing or any material pending corporate development or transaction, including, without limitation, a material acquisition of assets (other than in the ordinary course of business), any tender offer or any merger, consolidation or other similar transaction material to the Company and its subsidiaries taken as a whole.
Postponement of Registration. The Company shall be entitled to postpone the filing of or suspend the use of a Registration Statement (but not more than once in any twelve (12)-month period), for a reasonable period of time not in excess of sixty (60) days, if the Company delivers to the holders requesting registration or whose Registrable Securities are covered by such Registration Statement a certificate signed by both the chief executive officer and chief financial officer of the Company certifying that, in the good faith judgment of the Board, such registration and/or offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same confidentiality terms set forth in the Investor Shareholders’ Agreement or Management Shareholders’ Agreement, as applicable. Each such holder shall, upon receipt of such certificate from the Company, forthwith discontinue disposition of any Registrable Securities pursuant to any Registration Statement covering Registrable Securities held by it until such holder’s receipt of notice from the Company that such sales may resume.
