Common use of Restrictions on Holders Clause in Contracts

Restrictions on Holders. Each Holder's acquisition of a Transfer Restricted Security constitutes such Holder's agreement that, upon receipt of the notice referred to in Section 6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(d)(i)(D) or 6(c)(i) hereof (in each case, a "Suspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date and, provided that the Company uses its reasonable best efforts to file and have declared effective (if an amendment) as soon as practicable an amendment or supplement to the Shelf Registration Statement, the Company shall be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during such period of suspension.

Appears in 1 contract

Samples: Registration Rights Agreement (Neighborcare Inc)

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Restrictions on Holders. Each Holder's acquisition of a Transfer Restricted Security constitutes such Holder's agreement that, upon receipt of the notice referred to in Section 6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(d)(i)(D) or 6(c)(i) hereof (in each case, a "Suspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date" with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Blackout Period"). Each Holder receiving a Suspension Notice shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which that have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date andDate. Notwithstanding the provisions of Section 5 hereof, provided that no Additional Interest shall accrue during any Blackout Period or during the period the Company uses its reasonable best efforts is seeking a no-action letter or other favorable decision from the Commission pursuant to file and have declared effective (if an amendmentSection 6(a)(i) as soon as practicable an amendment or supplement to the Shelf Registration Statement, the Company shall be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during such period of suspensionhereof.

Appears in 1 contract

Samples: Indenture (Sierra Pacific Resources /Nv/)

Restrictions on Holders. Each Holder's ’s acquisition of a Transfer Restricted Security constitutes such Holder's ’s agreement that, upon receipt of the notice referred to in Section 6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(d)(i)(D) or 6(c)(i) hereof (in each case, a "Suspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date"” with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a “Blackout Period”). Each Holder receiving a Suspension Notice shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's ’s and the Guarantors’ expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date andDate. Notwithstanding the provisions of Section 5 hereof, provided that no liquidated damages shall accrue during any Blackout Period or during the period the Company uses its reasonable best efforts is seeking a no-action letter or other favorable decision from the Commission pursuant to file and have declared effective (if an amendmentSection 6(a)(i) as soon as practicable an amendment or supplement to the Shelf Registration Statement, the Company shall be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during such period of suspensionhereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Neomarkers Inc)

Restrictions on Holders. Each Holder's ’s acquisition of a Transfer Restricted Security constitutes such Holder's ’s agreement that, upon receipt of the notice referred to in Section 6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(d)(i)(D) or 6(c)(i) hereof (in each case, a "Suspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date"” with each such period of time from the Suspension Notice until the Recommencement Date being referred to hereing as a “Blackout Period”). Each Holder receiving a Suspension Notice shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date andDate. Notwithstanding the provisions of Section 5 hereof, provided that no Liquidated Damages shall accrue during any Blackout Period or during the period the Company uses its reasonable best efforts is seeking a no-action letter or other favorable decision from the Commission pursuant to file and have declared effective (if an amendmentSection 6(a)(i) as soon as practicable an amendment or supplement to the Shelf Registration Statement, the Company shall be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during such period of suspensionhereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Nevada Power Co)

Restrictions on Holders. Each Holder's Holder agrees by acquisition of a Transfer Restricted Security constitutes such Holder's agreement that, upon receipt of the notice referred to in Section 6(d)(i)(C6(c)(iii)(C) or any notice from the Company Issuer of the existence of any fact of the kind described in Section 6(d)(i)(D) or 6(c)(i6(c)(iii)(D) hereof or (iii) commencement of a Blackout Period (in each case, a "Suspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(d)(ii6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuer that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice shall be required to hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession which have been replaced by the Company Issuer with more recently dated Prospectuses or (ii) deliver to the Company Issuer (at the Company's Issuer’s expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date Recommencement Date. Notwithstanding anything to the contrary in this Agreement, the Issuer, upon notice to the Holders of delivery Transfer Restricted Securities that the applicable Registration Statement is unusable pending a material development (but not for the purpose of avoiding its obligations under this Agreement in a manner contrary to the intent of the Recommencement Date andAgreement), provided that may suspend the Company uses its reasonable best efforts use of the Prospectus included in any Registration Statement for a period of time (the “Blackout Period”) not to file and have declared effective (if exceed an amendment) as soon as practicable an amendment or supplement to aggregate of 60 days in any twelve month period; provided, that, upon the Shelf Registration Statementtermination of such Blackout Period, the Company Issuer promptly shall be deemed to have used its reasonable best efforts to keep notify the Shelf Registration Statement effective during Holders of Transfer Restricted Securities that such period of suspensionBlackout Period has been terminated.

Appears in 1 contract

Samples: Registration Rights Agreement (IAA Acquisition Corp.)

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Restrictions on Holders. Each Holder's Holder agrees by acquisition of a Transfer Restricted Security constitutes such Holder's agreement that, upon receipt of the notice referred to in Section 6(d)(i)(C6(c)(iii)(C) or any notice from the Company Issuer of the existence of any fact of the kind described in Section 6(d)(i)(D6(c)(iii)(D) or 6(c)(i(E) hereof (in each case, a "Suspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(d)(ii6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuer that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date"). Any such period from the date of such Suspension Notice until the Recommencement Date is referred to herein as a "Suspension Period." Upon issuing a Suspension Notice, the Issuer shall promptly prepare and file such additional or supplemental fillings to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Bonds or purchasers of Bonds, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Holder receiving a Suspension Notice shall be required to hereby agrees that it will either (ix) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company Issuer with more recently dated Prospectuses or (iiy) deliver to the Company Issuer (at the Company's Issuer' expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date and, provided that the Company uses its reasonable best efforts to file and have declared effective (if an amendment) as soon as practicable an amendment or supplement to the Shelf Registration StatementDate. There shall be no more than three Suspension Periods in any 12-month period, the Company aggregate number of days of such Suspension Periods shall not exceed 90 days in such 12-month period and no Suspension Period shall exceed 60 days. The Issuer shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf any Registration Statement effective during the requisite period if it voluntarily takes any action (other than an action permitted by this Section 6(d)) that would result in Holders of Bonds covered thereby not being able to offer and sell such period of suspensionBonds during that period, unless such action is required by applicable law.

Appears in 1 contract

Samples: Registration Rights Agreement (Cedar Brakes Ii LLC)

Restrictions on Holders. Each Holder's ’s acquisition of a Transfer Restricted Security constitutes such Holder's ’s agreement that, upon receipt of the notice referred to in Section 6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(d)(i)(D) hereof or 6(c)(i) hereof of any applicable Blackout Period (in each case, a "Suspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement and Prospectus until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and if applicable, has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession which that have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date and, provided that the Company uses its reasonable best efforts to file and have declared effective (if an amendment) as soon as practicable an amendment or supplement to the Shelf Registration Statement, the Company shall be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during such period of suspensionDate.

Appears in 1 contract

Samples: Registration Rights Agreement (Park Ohio Holdings Corp)

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