Preemption of Demand Registration Sample Clauses

Preemption of Demand Registration. Notwithstanding anything to the contrary contained herein, after receiving a written request for a Demand Registration, the Company may elect to effect an underwritten primary registration in lieu of the Demand Registration if the Company's Board of Directors believes that such primary registration would be in the best interests of the Company. If the Company so elects to effect a primary registration, the Company shall give prompt written notice (which shall be given not later than 20 days after the date of the Demand Notice) to all holders of the Registrable Securities of its intention to effect such a registration and shall afford the holders of the Registrable Securities the rights contained in Section 3 with respect to Piggyback Registrations. In the event that the Company so elects to effect a primary registration after receiving a request for a Demand Registration, the Company shall use reasonable best efforts to have the Registration Statement declared effective by the Commission as soon as reasonably practicable. In addition, the request for a Demand Registration shall be deemed to have been withdrawn and such primary registration shall not be deemed to be a Demand Registration.
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Preemption of Demand Registration. Notwithstanding anything to the contrary contained herein, after receiving a written request for a Demand Registration, the Company may elect to effect an underwritten primary registration in lieu of the Demand Registration if the Company’s Board of Directors believes that such primary registration would be in the best interests of the Company. If the Company so elects to effect a primary registration, the Company shall give prompt written notice (which shall be given not later than 20 days after the date of the Demand Notice) to all Holders of its intention to effect such a registration and shall afford the Holders the rights contained in Section 3 with respect to Piggyback Registrations. In the event that the Company so elects to effect a primary registration after receiving a request for a Demand Registration, the Company shall use its reasonable best efforts to have the Registration Statement declared effective by the Commission as soon as reasonably practicable. In addition, the request for a Demand Registration shall be deemed to have been withdrawn and such primary registration shall not be deemed to be a Demand Registration.
Preemption of Demand Registration. Notwithstanding the foregoing, if the Board of Directors of OWW determines in its good faith judgment, (i) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then-contemplated public offering of OWW’s securities, (ii) that the disclosures that would be required to be made by OWW in connection with such registration would be materially harmful to OWW because of transactions then being considered by, or other events then concerning, OWW, or (iii) that registration at the time would require the inclusion of pro forma or other information, which requirement OWW is reasonably unable to comply with, then OWW may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 5.2 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the requesting holders of Registrable Securities); provided, that at all times OWW is in good faith using all reasonable efforts to file the registration statement as soon as practicable.
Preemption of Demand Registration. Notwithstanding anything to the contrary contained herein, and without limitation as to the rights of the Company to include in a Demand Registration securities for sale for its own account as provided in SECTION 2(a), at any time within thirty (30) days after receiving a Demand for Registration, the Company may elect to effect an underwritten primary registration in lieu of the Demand Registration. If the Company so elects, the Company shall give prompt written notice to all Holders of its intention to effect such a registration and shall afford Holders the rights contained in SECTION 3 with respect to Piggyback Registrations; the Demands for Registration shall be deemed to have been withdrawn; and such primary registration shall not be deemed to be an Effective Registration.
Preemption of Demand Registration. Notwithstanding the foregoing, if the Board of Directors of Primerica determines in its good faith judgment, (i) that the disclosures that would be required to be made by Primerica in connection with such registration would be materially harmful to Primerica because of transactions then being considered by, or other events then concerning, Primerica, or would otherwise have a material adverse effect on Primerica, then Primerica may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 2.2 for a reasonable period of time, or (ii) that registration at the time would require the inclusion of pro forma or other information, which requirement Primerica is reasonably unable to comply with, then Primerica may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 2.2 for a reasonable period of time, but not in excess of 45 calendar days (or any longer period agreed to by the requesting holders of Registrable Securities); provided, that at all times Primerica is in good faith using commercially reasonable efforts to file the registration statement as soon as practicable. Primerica shall provide prompt written notice to the Selling Holders of (x) any deferment of the filing of a Demand Registration pursuant to this Section 2.2(d) and (y) Primerica’s decision to file such Demand Registration following such deferment. Primerica may defer the filing of a particular Demand Registration pursuant to this Section 2.2(d) only twice during any 12-month period. Notwithstanding the other provisions of this Section 2.2(d), Primerica may not defer the filing of a Demand Registration past the date that is the earliest of (a) the date that is five Business Days after the date upon which any disclosure of a matter the Board of Directors of Primerica has determined would be materially harmful to Primerica because of transactions then being considered by, or other events then concerning, Primerica, is disclosed to the public or ceases to be material, provided, that if filing such Demand Registration at such time would require the inclusion of financial statements, pro forma or other information, which requirement Primerica is reasonably unable to comply with, then Primerica may defer such filing for a reasonable period of time, but not in excess of 30 calendar days (or any longer period agreed to by the reque...
Preemption of Demand Registration. Notwithstanding the foregoing, if the Board of Directors of TPC determines in its good faith judgment, (i) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then contemplated public offering of TPC's securities, (ii) that the disclosures that would be required to be made by TPC in connection with such registration would be materially harmful to TPC because of transactions then being considered by, or other events then concerning, TPC, or (iii) that registration at the time would require the inclusion of pro forma or other information, which requirement TPC is reasonably unable to comply with, then TPC may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 7.2 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the requesting holders of Registrable Securities); provided, that at all times TPC is in good faith using all reasonable efforts to file the registration statement as soon as practicable.
Preemption of Demand Registration. Notwithstanding anything to the contrary contained herein, after receiving a Demand Notice, the Company may elect to effect an underwritten primary registration in lieu of the Demand Registration if the Company’s Board of Directors believes that such primary registration would be in the best interests of the Company. In the event the Company elects to effect a primary registration after receiving a Demand Notice, the Company shall use its commercially reasonable efforts to have the registration statement relating to the primary registration declared effective by the Commission as soon as reasonably practicable. In addition, the request for a Demand Registration shall be deemed to have been withdrawn and such primary registration shall not be deemed to be a Demand Registration for the purposes of Section 2(b).
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Preemption of Demand Registration. Notwithstanding anything to the contrary contained herein, after receiving a written request for a Demand Registration, the Limited Partnership may elect to effect an underwritten primary registration in lieu of the Demand Registration if the Board believes that such primary registration would be in the best interests of the Limited Partnership. If the Limited Partnership so elects to effect a primary registration, the Limited Partnership shall give prompt written notice (which shall be given not later than 20 days after the date of the Demand Notice) to all Holders of its intention to effect such a registration and shall afford the Holders the rights contained in Section 3 with respect to Piggyback Registrations. In the event that the Limited Partnership so elects to effect a primary registration after receiving a request for a Demand Registration, the Limited Partnership shall use its reasonable best efforts to have the Registration Statement declared effective by the Commission as soon as reasonably practicable. In addition, the request for a Demand Registration shall be deemed to have been withdrawn and such primary registration shall not be deemed to be a Demand Registration.
Preemption of Demand Registration. Notwithstanding anything to the contrary contained herein, if at any time a Demand Registration has been requested pursuant to SECTION 2.01(A), the Company may elect to effect an underwritten primary registration on behalf of the Company if the Company's Board of Directors believes that such primary registration would be in the best interests of the Company or if the managing underwriter for the requested Demand Registration advises the Company in writing that in their opinion in order to sell the Registrable Securities subject to such Demand Registration the Company should include its own securities. Promptly after receiving a request for a Demand Registration, the Company shall notify the members of its Board of Directors (and the Board of Directors shall consider the issue within 30 days after receiving such request), and the Company shall meet with the managing underwriter and shall decide whether or not to effect an underwritten primary registration on behalf of the Company, and failure to convene such a meeting and make such determination within such 30-day period shall constitute a waiver by the Company of its right to preempt a Demand Registration under this SECTION 2.01(I). If the Company elects to effect a primary registration after receiving a request to effect a Demand Registration, the Company shall give prompt written notice (and in any event within 60 days after receiving a request for a Demand Registration) to each Holder requesting such Demand Registration of the Company's intention to effect such a primary registration and shall afford such Holder or Holders rights to Piggyback Registrations contained in SECTION 2.02 hereof. If the Company elects to effect a primary registration after receiving a request to effect a Demand Registration, such registration shall not count as one of the Demand Registrations of the Holders permitted under SECTION 2.01(B) hereof, unless all Registrable Securities requested to be included in the Demand Registration are included in such primary registration.
Preemption of Demand Registration. Notwithstanding anything to the contrary contained herein, at any time within fifteen (15) days after receiving a Demand for Registration, the Company may elect to effect an underwritten primary registration in lieu of the Demand Registration. If the Company so elects, the Company shall give prompt written notice to the Purchaser of its intention to effect such a registration and shall afford the Purchaser the rights contained in Section 3 with respect to Piggyback Registrations; the Demand for Registration shall be deemed to have been withdrawn; and such primary registration shall not be deemed to be a Demand Registration for purposes of Section 2(d).
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