Restrictions on Demand Registration. The Company may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a Demand Registration if the Company's board of directors determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction; PROVIDED THAT in such event, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand. Registration shall not count as a permitted Demand Registration hereunder and the Company shall pay all Registration Expenses in connection with such registration.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ditech Corp), Asset Purchase Agreement (Ditech Corp)
Restrictions on Demand Registration. The Company may postpone for up to ninety (90) days six months in any 12-month period, the filing or the effectiveness of a registration statement for a Demand Registration if the Company's board of directors Company determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization offer or similar transactiontransaction or 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 THAT provided, however, that in such event, the holders of Registrable Securities Holders initially requesting such Demand Registration shall will be entitled to withdraw such request and, if such request is withdrawn, such Demand. Demand Registration shall will not count as a permitted Demand Registration hereunder and the Company shall will pay all any Registration Expenses in connection with such registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Photogen Technologies Inc), Registration Rights Agreement (Isis Pharmaceuticals Inc)
Restrictions on Demand Registration. The Company may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a Demand Registration one time for up to 105 days if the Company's board of directors Company determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization offer or similar transactiontransaction or 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 THAT provided, that in such event, the holders of Registrable Securities Holders initially requesting such Demand Registration shall will be entitled to withdraw such request and, if such request is withdrawn, such Demand. Demand Registration shall will not count as a permitted Demand Registration hereunder and the Company shall will pay all any Registration Expenses in connection with such registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Atrix Laboratories Inc), Registration Rights Agreement (QLT Inc/Bc)
Restrictions on Demand Registration. The Company may postpone for up to ninety (90) days the ----------------------------------- filing or the effectiveness of a registration statement for a Demand Registration one time for up to 105 days if the Company's board of directors Company determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization offer or similar transactiontransaction or 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 THAT provided, that in such event, the holders of Registrable Securities Holders initially requesting such Demand Registration shall will be entitled to withdraw such request and, if such request is withdrawn, such Demand. Demand Registration shall will not count as a permitted Demand Registration hereunder and the Company shall will pay all any Registration Expenses in connection with such registration.
Appears in 1 contract
Restrictions on Demand Registration. The Company may postpone for up to ninety (90) days the ----------------------------------- filing or the effectiveness of a registration statement for a Demand Registration one time for up to 90 days if the Company's board of directors Company determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization offer or similar transactiontransaction or 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 THAT provided, that in such event, the holders of Registrable Securities Holders initially requesting such Demand Registration shall will be entitled to withdraw such request and, if such request is withdrawn, such Demand. Demand Registration shall will not count as a permitted Demand Registration hereunder and the Company shall will pay all any Registration Expenses in connection with such registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Ribozyme Pharmaceuticals Inc)
Restrictions on Demand Registration. The Company may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a Demand Registration if the Company's board of directors Company determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization offer or similar transactiontransaction or 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 THAT provided, however, that in such event, the holders of Registrable Securities Holders initially requesting such Demand Registration shall will be entitled to withdraw such request and, if such request is withdrawn, such Demand. Demand Registration shall will not count as a the permitted Demand Registration hereunder and the Company shall will pay all any Registration Expenses in connection with such registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Isis Pharmaceuticals Inc)
Restrictions on Demand Registration. The Company may postpone for up to ninety (90) 90 days in any 12-month period, the filing or the effectiveness of a registration statement for a Demand Registration if the Company's board of directors Company determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization offer or similar transactiontransaction or 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 THAT provided, that in such event, the holders of Registrable Securities Holders initially requesting such Demand Registration shall will be entitled to withdraw such request and, if such request is withdrawn, such Demand. Demand Registration shall will not count as a permitted Demand Registration hereunder and the Company shall will pay all any Registration Expenses in connection with such registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Isis Pharmaceuticals Inc)