Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than once in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders requesting registration thereof pursuant to this Section 2 written notice of any postponement made in accordance with the preceding sentence.
Postponements in Requested Registrations. Notwithstanding any other provision contained herein, (i) if the Board determines, in its good faith judgment, that the registration and offering otherwise required by this Section 4.2 would have an adverse effect on a then contemplated public offering of the Company’s Equity Securities, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4.2, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 60 days following the effective date of, the registration statement relating to such other public offering and (ii) if the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer or president or any other of its authorized officers stating that the Company or any Subsidiary of the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, after consultation with its outside securities counsel, materially and adversely affect the Company or such Subsidiary, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4.2 for up to 90 days; provided, that, the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 4.2 to be filed as soon as possible thereafter and; provided, further, that, the Company shall not be permitted to postpone registration pursuant to this Section 4.2(g) more than twice in any 360-day period; provided, however, that there shall be a minimum of 90 days between the end of one such postponement and the start of the next such postponement. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 4.2 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of this Section 4.2.
Postponements in Requested Registrations. (a) If, upon receipt of a registration request pursuant to Section 3.1, the Company is advised in writing by a nationally recognized investment banking firm in the United States or Canada selected by the Company that, in such firm’s opinion, a registration by the Company at the time and on the terms requested would adversely affect any public offering of securities of the Company (other than in connection with employee benefit and similar plans) (a “Company Offering”) with respect to which the Company has commenced preparations for a registration prior to the receipt of a registration request pursuant to Section 3.1 and the Company furnishes the Holders with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to such effect (the “Transaction Delay Notice”) promptly after such request, the Company shall not be required to effect a registration pursuant to Section 3.1 until the earliest of (i) 30 days after the completion of such Company Offering, (ii) promptly after the abandonment of such Company Offering or (iii) 90 days after the date of the Transaction Delay Notice; provided that in any event the Company shall not be required to effect any registration prior to the termination, waiver or reduction of any “blackout period” required by the underwriters to be applicable to the Holders in connection with any Company Offering; provided further that in no event shall the Company delay such registration for more than 180 days.
Postponements in Requested Registrations. If the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer or president stating that the filing of a Registration Statement or conducting a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down would, in the good faith judgment of the board of directors of the Company, (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction involving the Company or any of its subsidiaries then under consideration, the Company may postpone the filing (but not the preparation) of a Registration Statement or the commencement of a Shelf Underwritten Offering, as applicable, required by this Section 3 until such circumstance is no longer continuing but not to exceed sixty (60) days (such period, a “Postponement Period”); provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any Registration Statement required by this Section 3 to be filed as soon as possible or any Shelf Underwritten Offering to be conducted as soon as possible, as applicable; provided, further, that the Company shall not be permitted to commence a Postponement Period pursuant to this Section 3(d) more than once in any 180‑day period. The Company shall promptly give the Holders requesting registration thereof or that delivered a Take-Down Notice, as applicable, pursuant to this Section 3 written notice of any postponement made in accordance with the preceding sentence.
Postponements in Requested Registrations. (i) If the Company shall at any time furnish to the Demand Party a certificate signed by its chairman of the board, chief executive officer, president or any other of its authorized officers stating that the filing of such registration statement would be materially detrimental to the Company or its stockholders, the Company may postpone the filing of a registration statement required by this Section 3 for up to one hundred eighty (180) days and (ii) if the Board of Directors of the Company determines in its good faith judgment that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Company's Common Stock, the Company may postpone the filing of a registration statement required by this Section 3, during the period starting with the sixtieth (60th) day immediately preceding the date of the anticipated filing of, and ending on a date one hundred eighty (180) days following the effective date of, the registration statement relating to such other public offering. The Company shall promptly give the Demand Party requesting registration thereof pursuant to this Section 3 written notice of any postponement made in accordance with the preceding sentence.
Postponements in Requested Registrations. (1) If, upon receipt of a registration request, National Beef shall furnish to the Demand Party a certificate signed by an Officer of National Beef (the “Transaction Delay Notice”) stating that National Beef has pending or in process a material transaction or a material development which National Beef has a bona fide business purpose in keeping confidential and that the filing of a registration statement would require disclosure of such material transaction or material development, then National Beef shall not be required to comply with its obligations under Section 2(a)(i) until 180 days after the Demand Party’s receipt of such notice.
Postponements in Requested Registrations. (1) If upon receipt of a registration request, the Company shall furnish to the Demand Party a certificate signed by the CEO or any other Senior Officer stating that the Company has pending or in process a material transaction (the “Transaction Delay Notice”), the disclosure of which would, in the good faith judgment of the Board, after consultation with its outside counsel, materially and adversely affect such transaction and that the filing of a registration statement would require disclosure of such material transaction within 48 hours of such receipt of such request, the Company shall not be required to comply with its obligations under Section 2(a)(i) until 60 days after the Demand Party’s receipt of such notice.
Postponements in Requested Registrations. (1) If upon receipt of a registration request, the Corporation shall furnish to KRH a certificate signed by the CEO or any other Senior Officer stating that the Corporation has pending or in process a material transaction (the “Transaction Delay Notice”), the disclosure of which would, in the good faith judgment of the Board, after consultation with its outside counsel, materially and adversely affect such transaction and that the filing of a registration statement would require disclosure of such material transaction within 48 hours of such receipt of such request, the Corporation shall not be required to comply with its obligations under Section 2(a)(i) until 60 days after KRH’s receipt of such notice.
Postponements in Requested Registrations. (i) If, upon receipt of a registration request pursuant to Section 5.1(a), the Company is advised in writing by the Managing Underwriter that, in such firm's opinion, a registration at the time and on the terms requested would materially adversely affect any public offering of Common Stock by the Company (other than in connection with employee benefit and similar plans) (a "Company Offering") with respect to ---------------- which the Company has commenced preparations for a registration prior to the receipt of a registration request pursuant to Section 5.1(a) or the Company Board has concluded in good faith based on the written advice of an investment banking firm of national reputation that the completion of the distribution with respect to the offering contemplated by the registration request pursuant to Section 5.1(a) would have a long-term material adverse effect on the trading market for the Common Stock (an "Adverse Market Effect"), and, in either --------------------- case, the Company furnishes the Holders with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to such effect (and attaching the written advice of such Managing Underwriter or investment banking firm) (the "Transaction Delay ----------------- Notice") promptly after such request, the Company shall not be ------ required to effect a registration pursuant to Section 5.1(a) until the earliest of (A) sixty (60) days after the completion of such Company Offering, (B) promptly after the abandonment of such Company Offering, (C) promptly after a determination by the Company Board that no Adverse Market Effect would occur or (D) ninety (90) days after the date of the Transaction Delay Notice.
Postponements in Requested Registrations. (i) If, upon receipt of a registration request pursuant to Section 5.1(a), the Company is advised in writing by a nationally recognized investment banking firm selected by the Company that, in such firm's opinion, a registration at the time and on the terms requested would adversely affect any Company Offering with respect to which the Company has commenced preparations for a registration prior to the receipt of a registration request pursuant to Section 5.1(a) and the Company furnishes the Holders with a Transaction Delay Notice promptly after such request, the Company shall not be required to effect a registration pursuant to Section 5.1(a) until the earliest of (A) 30 days after the completion of such Company offering, (B) promptly after the abandonment of such Company Offering or (C) 120 days after the date of the Transaction Delay Notice; provided, however, that in any event the Company shall not be required to reflect any registration prior to the termination, waiver or reduction of any "blackout period" required by the underwriters to be applicable to the Holders or the Company, if any, in connection with any Company Offering.
