Common use of Restrictions on Long-Form Registrations Clause in Contracts

Restrictions on Long-Form Registrations. The Company shall not be obligated to effect any Long-Form Registration within 180 days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Investor Registrable Securities were given piggyback rights pursuant to Section 2 and in which at least 75% of the number of Registrable Securities requested to be included were included in such registration. The Company may postpone for up to 60 days the filing or the effectiveness of a registration statement for a Demand Registration if the board of directors of the Company (the “Board”) and the holders of a majority of the Investor Registrable Securities agree 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, a majority of 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initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12-month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Project Angel Parent, LLC)

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Restrictions on Long-Form Registrations. The Company shall not be obligated to effect any Long-Form Registration within 180 90 days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Investor Registrable Securities were given piggyback rights pursuant to Section SECTION 2 and in which at least 75% of there was no reduction in the number of Registrable Securities requested to be included were included in such registrationincluded. The Company may postpone for up to 60 180 days the filing or the effectiveness of a registration statement for a Demand Registration if the board of directors of the Company (the “Board”) and the holders of a majority of the Investor Registrable Securities agree 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 acquire financing, engage in any acquisition of assets (other than in the ordinary course of business) ), or engage in any merger, consolidation, tender offer, reorganization reorganization, or similar transaction; provided that PROVIDED THAT, in such event, a majority of the holders of Investor 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 one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12twelve-month period.

Appears in 1 contract

Samples: Registration Agreement (Tsi Finance Inc)

Restrictions on Long-Form Registrations. The Company shall not be obligated to effect any Long-Form Registration within 180 days after the effective date of a the Company's Initial Public Offering or within 90 days after the effective date of any other previous Long-Form Registration or a previous registration in which the holders of Investor Registrable Securities were given piggyback rights included pursuant to Section paragraph 2 and in which at least 75% of there was no reduction in the number of Registrable Securities requested to be included were included in such registrationincluded. The Company may postpone for up to 60 180 days the filing or the effectiveness of a registration statement for a Demand Registration if the board of directors of the Company (the “Board”) and the holders of a majority of the Investor Registrable Securities agree that such Demand Registration would reasonably be expected to have (i) a material adverse effect on (or require premature disclosure of) 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 transactiontransaction or (ii) a material adverse effect on the Company's business or stock price; provided that in such event, a majority of 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 one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12twelve-month period.

Appears in 1 contract

Samples: Registration Agreement (Physicians Formula Holdings, Inc.)

Restrictions on Long-Form Registrations. The Company shall not be --------------------------------------- obligated to effect any Long-Form Registration within 180 90 days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Investor Registrable Securities were given piggyback rights pursuant to Section 2 and in which at least 75% of there was no reduction in the number of --------- Registrable Securities requested to be included were included in such registrationincluded. The Company may postpone for up to 60 180 days the filing or the effectiveness of a registration statement for a Demand Registration if the board of directors of the Company (the “Board”) and the holders of a majority of the Investor Registrable Securities agree 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 however, that in such -------- ------- event, a majority of 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 one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12twelve-month period.

Appears in 1 contract

Samples: Registration Agreement (Zefer Corp)

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Restrictions on Long-Form Registrations. The Company shall not be --------------------------------------- obligated to effect any Long-Form Registration within 180 days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Investor Registrable Securities were given piggyback rights pursuant to Section 2 and in which at least 75% of there was no reduction in the number of Registrable Securities requested to be included were included in such registrationincluded. The Company may postpone for up to 60 180 days the filing or the effectiveness of a registration statement for a Demand Registration if the board of directors of the Company (the “Board”) and the holders of a majority of the Investor Registrable Securities agree 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, a majority of 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 one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12twelve-month period.

Appears in 1 contract

Samples: Registration Agreement (Select Medical Corp)

Restrictions on Long-Form Registrations. The Company shall not be obligated to effect any Long-Form Registration within 180 one hundred and eighty (180) days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Investor Registrable Securities were given piggyback rights pursuant to Section 2 and in which at least 75% of there was no reduction in the number of Registrable Securities requested to be included were included in such registrationincluded. The Company may postpone for up to 60 one hundred and eighty (180) days the filing or the effectiveness of a registration statement for a Demand Registration if the board of directors of the Company (the “Board”) and the holders of a majority of the Investor Registrable Securities Initiating Holders agree 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 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, a majority of the holders of Registrable Securities Initiating Holders 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 one of the permitted Demand Company-paid Long-Form Registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any twelve (12-) month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Sailpoint Technologies Holdings, Inc.)

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