Common use of Restrictions on Demand Registration Clause in Contracts

Restrictions on Demand Registration. The Company may postpone or suspend for up to three months in any 12-month period the filing or the effectiveness of a registration statement for a Demand Registration if the Company determines in good faith that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or (y) any merger, consolidation, tender offer or similar transaction or (ii) would require disclosure of any information that the board of directors of the Company determines in good faith the disclosure of which would be detrimental to the Company; provided, however, that in such event, the Holders initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration.

Appears in 3 contracts

Samples: Registration Rights Agreement (Imarx Therapeutics Inc), Registration Rights Agreement (Atrix Laboratories Inc), Registration Rights Agreement (Acusphere Inc)

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Restrictions on Demand Registration. The Company may postpone or suspend suspend, for up to three months 90 days in any 12-month period period, the filing or the effectiveness of a registration statement for a Demand Registration if the Company Board determines in good faith and notifies the Holders in writing that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or (y) any merger, consolidation, tender offer or similar transaction or (ii) would require disclosure of any information that the board of directors of the Company Board determines in good faith the disclosure of which would be detrimental to the Company; provided, however, that in such event, the Holders initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration.

Appears in 3 contracts

Samples: Investor Rights Agreement (BG Medicine, Inc.), Investor Rights Agreement (BG Medicine, Inc.), Investor Rights Agreement (BG Medicine, Inc.)

Restrictions on Demand Registration. The Company may postpone or suspend suspend, for up to three months 90 days in any 12-month period period, the filing or the effectiveness of a registration statement for a Demand Registration if the Company Board determines in good faith and notifies the Holders in writing that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or (y) any merger, consolidation, tender offer or similar transaction or (ii) would require disclosure of any information that the board of directors of the Company Board determines in good faith the disclosure of which would be detrimental to the Company; , provided, however, that in such event, the Holders initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration.

Appears in 2 contracts

Samples: Investor Rights Agreement (BG Medicine, Inc.), Investor Rights Agreement (BG Medicine, Inc.)

Restrictions on Demand Registration. The Company may postpone or suspend for up to three months in any 12-month period the filing or the effectiveness of a registration statement Registration Statement for a Demand Registration one time for up to 90 days if the Company determines in good faith that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or (y) any merger, consolidation, tender offer or similar transaction or (ii) would require disclosure of any information that the board of directors of the Company determines in good faith the disclosure of which would be detrimental to the Company; provided, however, that in such event, the Holders initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Depomed Inc), Stock Purchase Agreement (Depomed Inc)

Restrictions on Demand Registration. The Company may postpone or suspend for up to three months in any 12-month period the filing or the effectiveness of a registration statement for a Demand Registration if the Company Company's board of directors determines in good faith that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or (y) any merger, consolidation, tender offer or similar transaction or (ii) would require disclosure of any information that the board of directors of the Company determines in good faith the disclosure of which would be detrimental to the Company; provided, however, that in such event, the Holders initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Women First Healthcare Inc)

Restrictions on Demand Registration. The Company may postpone or suspend for up to three months in any 12-month period the filing or the effectiveness of a registration statement for a Demand Registration if the Company determines in good faith that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or (y) any merger, consolidation, tender offer or similar transaction or (ii) would require disclosure of any information that the board of directors of the Company reasonably and determines in good faith the disclosure of which would be detrimental to the Company; provided, however, that in such event, the Holders initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will shall not count as a permitted Demand Registration hereunder and the Company will shall pay any Registration Expenses in connection with such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Incara Pharmaceuticals Corp)

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Restrictions on Demand Registration. The Company may postpone or ----------------------------------- suspend for up to three months in any 12-month period the filing or the effectiveness of a registration statement for a Demand Registration if the Company determines in good faith that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or (y) any merger, consolidation, tender offer or similar transaction or (ii) would require disclosure of any information that the board of directors of the Company reasonably and determines in good faith the disclosure of which would be detrimental to the Company; provided, however, that in such event, the Holders initially requesting such -------- ------- Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Incara Pharmaceuticals Corp)

Restrictions on Demand Registration. The Company may postpone or suspend for ----------------------------------- up to three months in any 12-month period period, the filing or the effectiveness of a registration statement for a Demand Registration if the Company determines in good faith that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or (y) any merger, consolidation, tender offer or similar transaction or (ii) would require disclosure of any information that the board of directors of the Company determines in good faith the disclosure of which would be detrimental to the Company; provided, however, that in such event, the Holders initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration.

Appears in 1 contract

Samples: Newco Registration Rights Agreement (Ribozyme Pharmaceuticals Inc)

Restrictions on Demand Registration. The Company may postpone or suspend for ----------------------------------- up to three four months in any 12-month period period, the filing or the effectiveness of a registration statement for a Demand Registration if the Company determines in good faith that such Demand Registration (i) would reasonably be expected to have a material adverse effect on (x) any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or (y) any merger, consolidation, tender offer or similar transaction or (ii) would require disclosure of any information that the board of directors of the Company determines in good faith the disclosure of which would be detrimental to the Company; provided, however, that in such event, the Holders initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Depomed Inc)

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