Postponement. The Company shall be entitled once in any twelve-month period to postpone for a reasonable period of time (but not exceeding 90 days) (the "Postponement Period") the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that such registration and offering would materially interfere with any material financing, corporate reorganization or other material transaction involving the Company or any subsidiary, or would require premature disclosure thereof, and promptly gives the Participating 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 of a registration statement, the Majority Participating Holders shall have the right to withdraw the request for registration by giving written notice to the Company at any time during such Postponement Period and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which the Holders are entitled pursuant to this Section 3.1.
Appears in 4 contracts
Samples: Registration Rights Agreement (Tepper David A), Registration Rights Agreement (NTL Europe Inc), Equity Registration Rights Agreement (NTL Inc)
Postponement. The Company shall be entitled once in any twelvesix-month period to postpone for a reasonable period of time (but not exceeding 90 days) (the "βPostponement Period"β) the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 2.1 if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that such registration and offering would materially interfere with any material financing, corporate reorganization or other material transaction involving the Company or any subsidiary, or would require premature disclosure thereof, and promptly gives the Participating Holders Mitsui 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 of a registration statement, (i) the Majority Participating Holders Company shall use its reasonable best efforts to limit the delay to as short a period as is practicable and (ii) Mitsui shall have the right to withdraw the request for registration by giving written notice to the Company at any time during such Postponement Period and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which the Holders are Mitsui is entitled pursuant to this Section 3.12.1.
Appears in 4 contracts
Samples: Purchase Agreement (United Auto Group Inc), Registration Rights Agreement (United Auto Group Inc), Registration Rights Agreement (United Auto Group Inc)
Postponement. The Company shall be entitled once in any twelvesix-month period to postpone for a reasonable period of time (but not exceeding 90 60 days) (the "Postponement Period") the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 2.1 if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that such registration and offering would materially interfere with any material financing, corporate reorganization or other material transaction involving the Company or any subsidiary, or would require premature disclosure thereof, and promptly gives the Participating Holders Purchasers 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 of a registration statement, (i) the Majority Participating Holders Company shall use its reasonable best efforts to limit the delay to as short a period as is practicable and (ii) the Purchasers shall have the right to withdraw the request for registration by giving written notice to the Company at any time during such Postponement Period and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which the Holders Purchasers are entitled pursuant to this Section 3.12.1.
Appears in 3 contracts
Samples: Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)
Postponement. The Company shall be entitled once in any twelvesix-month period to postpone for a reasonable period of time (but not exceeding 90 days) (the "Postponement Period") the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 2.1 if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that such registration and offering would materially interfere with any material financing, corporate reorganization or other material transaction involving the Company or any subsidiary, or would require premature disclosure thereof, and promptly gives the Participating Holders IMCG 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 of a registration statement, (i) the Majority Participating Holders Company shall use its reasonable best efforts to limit the delay to as short a period as is practicable and (ii) IMCG shall have the right to withdraw the request for registration by giving written notice to the Company at any time during such Postponement Period and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which the Holders are IMCG is entitled pursuant to this Section 3.12.1.
Appears in 2 contracts
Samples: Registration Rights Agreement (United Auto Group Inc), Registration Rights Agreement (Penske Capital Partners LLC)
Postponement. The Reorganized Company shall be entitled once in any twelvesix-month period to postpone for a reasonable period of time (but not exceeding 90 days) (the "Postponement Period") the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 2.1 if the Reorganized Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that such registration and offering would materially interfere with any material financing, corporate reorganization or other material transaction involving the Reorganized Company or any subsidiary, or would require premature disclosure thereof, and promptly gives the Participating Holders Registering Stockholders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Reorganized Company shall so postpone the filing of a registration statement, the Majority Participating Holders Stockholders shall have the right to withdraw the request for registration by giving written notice to the Reorganized Company at any time during such Postponement Period and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which the Holders Stockholders are entitled pursuant to this Section 3.12.1.
Appears in 2 contracts
Samples: Registration Rights Agreement (Bio Plexus Inc), Registration Rights Agreement (Appaloosa Management Lp)
Postponement. The Company shall be entitled once in any twelvesix-month period to postpone for a reasonable period of time (but not exceeding 90 days) (the "Postponement Period") the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that such registration and offering would materially interfere with any material financing, corporate reorganization or other material transaction or development involving the Company or any subsidiary, subsidiary or would require premature disclosure thereof, and promptly gives the Participating Holders holders of Registrable Securities requesting registration thereof pursuant to this Section 3.1 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 of a registration statement, the Majority Participating Holders Investor shall have the right to withdraw the request for registration by giving written notice to the Company at any time during such Postponement Period within 20 days after receipt of the notice of postponement and, in the event of such withdrawal, such request shall not be counted toward the number of Requested Registrations (including for purposes of the requests for registration to which the Holders are entitled pursuant to paragraph (c) of this Section 3.1).
Appears in 2 contracts
Samples: Registration Rights Agreement (Pawnmart Inc), 8% Convertible Preferred Stock and Warrant Purchase Agreement (Pawnmart Inc)
Postponement. The Company shall be entitled once in any twelvesix-month period to postpone for a reasonable period of time (but not exceeding 90 days) (the "Postponement Period") the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 2.1 if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that such registration and offering would materially interfere with any material financing, corporate reorganization or other material transaction involving the Company or any subsidiary, or would require premature disclosure thereof, and promptly gives the Participating Holders Penske 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 of a registration statement, (i) the Majority Participating Holders Company shall use its reasonable best efforts to limit the delay to as short a period as is practicable and (ii) Penske shall have the right to withdraw the request for registration by giving written notice to the Company at any time during such Postponement Period and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which the Holders are Penske is entitled pursuant to this Section 3.12.1.
Appears in 2 contracts
Samples: Registration Rights Agreement (United Auto Group Inc), Registration Rights Agreement (Penske Capital Partners LLC)
Postponement. The Company shall be entitled once in any twelvesix-month period to postpone for a reasonable period of time (but not exceeding 90 days) (the "Postponement Period") the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 2.1 if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that such registration and offering would materially interfere with any material financing, corporate reorganization or other material transaction involving the Company or any subsidiary, or would require premature disclosure thereof, and promptly gives the Participating Holders Registering Forstmann Little Partnerships 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 of a registration statement, the Majority Participating Holders Forstmann Little Partnerships shall have the right to withdraw the request for registration by giving written notice to the Company at any time during such Postponement Period and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which the Holders Forstmann Little Partnerships are entitled pursuant to this Section 3.12.1.
Appears in 2 contracts
Samples: Registration Rights Agreement (Forstmann Little & Co Sub Debt & Equ MGMT Buyout Part Vi Lp), Registration Rights Agreement (Yankee Candle Co Inc)
Postponement. The Company shall be entitled once in ------------ any twelvesix-month period to postpone for a reasonable period of time (but not exceeding 90 60 days) (the "Postponement Period") the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 2.1 if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that such registration and offering would materially interfere with any material financing, corporate reorganization or other material transaction involving the Company or any subsidiary, or would require premature disclosure thereof, and promptly gives the Participating Holders Purchasers 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 of a registration statement, (i) the Majority Participating Holders Company shall use its reasonable best efforts to limit the delay to as short a period as is practicable and (ii) the Purchasers shall have the right to withdraw the request for registration by giving written notice to the Company at any time during such Postponement Period and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which the Holders Purchasers are entitled pursuant to this Section 3.12.1.
Appears in 1 contract
Postponement. The Company shall be entitled once in any twelvesix-month period to postpone for a reasonable period of time (but not exceeding 90 days) (the "Postponement Period") the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 2.1 if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that such registration and offering would materially interfere with any material financing, corporate reorganization or other material transaction involving the Company or any subsidiary, or would require premature disclosure thereof, and promptly gives the Participating Holders Sabre Parties 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 of a registration statement, (i) the Majority Participating Holders Company shall use its reasonable best efforts to limit the delay to as short a period as is practicable and (ii) the Sabre Parties shall have the right to withdraw the request for registration by giving written notice to the Company at any time during such Postponement Period and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which the Holders are entitled pursuant to this Section 3.1time.
Appears in 1 contract
Samples: Registration Rights Agreement (Travelocity Com Inc)
Postponement. The Company shall be entitled once in any twelve-month period to postpone for a reasonable period of time (but not exceeding 90 120 days) (the "Postponement Period") the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 2.1 if the Board of Directors of the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directorsgood faith, that such registration and offering would materially interfere with any material financing, corporate reorganization or other material transaction involving be seriously detrimental to the Company or any subsidiary, or would require premature disclosure thereof, and its stockholders and promptly gives the Participating Holders Purchaser 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 of a registration statement, (i) the Majority Participating Holders Company shall use commercially reasonable efforts to limit the delay to as short a period as is practicable and (ii) the Purchaser shall have the right to withdraw the request for registration by giving written notice to the Company at any time during such Postponement Period and, in the event of such withdrawal, such request shall not be counted for purposes of the requests request for registration to which the Holders are Purchaser is entitled pursuant to this Section 3.12.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Water Pik Technologies Inc)
Postponement. The Company shall be entitled once in any twelvesix-month period to postpone for a reasonable period of time (but not exceeding 90 120 days) (the "Postponement Period") the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 2.2 if the Company determines, in its reasonable judgment, as authorized by a resolution of its Board of Directors, that such registration and offering would materially interfere with any material financing, corporate reorganization or other material transaction involving the Company or any subsidiary, or would require premature disclosure thereof, and promptly gives the Participating Selling 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 of a registration statement, the Majority Participating Selling Holders of more than 50% of the Registrable Securities to be registered shall have the right to withdraw the request for registration by giving written notice to the Company at any time during such Postponement Period and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which the Holders are entitled pursuant to this Section 3.12.2.
Appears in 1 contract
Samples: Registration Rights Agreement (Pequot General Partners)