Restrictions on Demand Registration and Shelf Offerings. The Registrant may postpone, by notice in writing to Centerbridge, for up to 60 days (or with the consent of Centerbridge, a longer period) from the date of the request (the “Suspension Period”), the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Shelf Registrable Securities) by providing written notice to Centerbridge if the following conditions are met: (A) the Registrant determines that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Registrant or any Subsidiary of the Registrant to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization, financing or other transaction involving the Registrant or (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and either (x) the Registrant has a bona fide business purpose for preserving Annex A the confidentiality of such information, or (y) disclosure would have a material adverse effect on the Registrant or the Registrant’s ability to consummate a transaction. The Registrant may delay or suspend the effectiveness of a Demand Registration or Shelf Registration Statement pursuant to this Section 1.05 only two times in any twelve (12)-month period.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (TypTap Insurance Group, Inc.), Preferred Stock Purchase Agreement (HCI Group, Inc.)
Restrictions on Demand Registration and Shelf Offerings. The Registrant may postpone, by notice in writing to Centerbridge, for up to 60 days (or with the consent of Centerbridge, a longer period) from the date of the request (the “Suspension Period”), the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Shelf Registrable Securities) by providing written notice to Centerbridge if the following conditions are met: (A) the Registrant determines that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Registrant or any Subsidiary of the Registrant to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization, financing or other transaction involving the Registrant or (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and either (x) the Registrant has a bona fide business purpose for preserving Annex A the confidentiality of such information, or (y) disclosure would have a material adverse effect on the Registrant or the Registrant’s ability to consummate a transaction. The Registrant may delay or suspend the effectiveness of a Demand Registration or Shelf Registration Statement pursuant to this Section 1.05 only two times in any twelve (12)-month period.
Appears in 2 contracts
Samples: Shareholders Agreement (TypTap Insurance Group, Inc.), Shareholders Agreement (HCI Group, Inc.)
