Restrictions on Registrations. The Company may postpone the filing or the effectiveness of a Registration Statement or of a supplement or amendment thereto (including any Takedown Request) or suspend the use of an effective Registration Statement if the Board of Directors determines in good faith that such Demand Registration or Shelf Registration, as the case may be, would (i) reasonably be expected to materially impede, delay, interfere with or otherwise have a material adverse effect on any material acquisition of assets (other than in the ordinary course of business), merger, consolidation, tender offer, financing or any other material business transaction by the Company or any of its Subsidiaries or (ii) require disclosure of information that has not been, and is otherwise not required to be, disclosed to the public, the premature disclosure of which the Company, after consultation with outside counsel to the Company, believes would materially and adversely affect the Company (any such period to be referred to as a “Blackout Period”). The Company shall not exercise its postponement rights in this Section 5.2 more than twice during any period of twelve (12) consecutive months and such Blackout Period shall not be more than seventy-five (75) days and all Blackout Periods (irrespective of individual duration) shall not total more than ninety (90) days during any such period of twelve (12) consecutive months; provided that a Blackout Period may not commence less than 30 days following the end of the most recently completed Blackout Period. Notwithstanding anything in this Agreement to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of, any of its securities either for its own account or the account of any security holder or holders during any Blackout Period.
Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, PriceSmart notifies Green Hill in writing of the existence of a Potential Material Event (as defined below), Green Hill shall not offer or sell any Issued Shares or engage in any other transaction involving or relating to Issued Shares from the time of the giving of notice with respect to a Potential Material Event until Green Hill receives written notice from PriceSmart that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.1, PriceSmart's obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "Potential Material Event" means the possession by PriceSmart of material information not ripe for disclosure in the Registration Statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of PriceSmart that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of PriceSmart. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the Registration Statement) exceed forty-five (45) days as a result of a Potential Material Event; PROVIDED, HOWEVER, that if such Potential Material Event would require PriceSmart to file financial statements in order to keep the Registration Statement current in accordance with Rule 3-05(b)(4) of Regulation S-X, the suspension of the Registration Statement (or the permissible delay in filing the Registration Statement) shall not exceed seventy-five (75) days.
Restrictions on Registrations. (i) The Parent Investors will be entitled to request an unlimited number of Demand Registrations and offerings in which the Corporation will pay all Registration Expenses, whether or not any such registration is consummated.
(ii) The Corporation shall not be obligated to effect, or to take any action to effect, any registration or offering pursuant to this Section 1:
(A) in connection with any Permira Investor Demand Right, after the Corporation has effected two (2) such Demand Registrations or offerings (including Shelf Offerings) in the aggregate, in each case that relates to an underwritten offering, on behalf of the Permira Investor pursuant to this Section 1 (counting for these purposes only registrations or offerings which have been declared or ordered effective and which the Company has not suspended, withdrawn or terminated, prior to the sale of at least 75% of Permira Investor’s Registrable Securities registered or offered thereunder) (it being understood that a Public Sale as a part of the Initial Public Offering shall not count against the registrations and offerings hereunder);
(B) in connection with any Warburg Investor Demand Right, after the Corporation has effected two (2) such Demand Registrations or offerings (including Shelf Offerings) in the aggregate, in each case that relates to an underwritten offering, on behalf of the Warburg Investor pursuant to this Section 1 (counting for these purposes only registrations or offerings which have been declared or ordered effective and which the Company has not suspended, withdrawn or terminated, prior to the sale of at least 75% of Warburg Investor’s Registrable Securities registered or offered thereunder) (it being understood that a Public Sale as a part of the Initial Public Offering shall not count against the registrations and offerings hereunder);
(C) in connection with any Requisite Investor Demand Right, after the Corporation has effected two (2) such Demand Registrations or offerings (including Shelf Offerings) in the aggregate, in each case that relates to an underwritten offering, on behalf of the Requisite Institutional Investors pursuant to this Section 1 (counting for these purposes only registrations or offerings which have been declared or ordered effective and which the Company has not suspended, withdrawn or terminated, prior to the sale of at least 75% of the Requisite Institutional Investors’ Registrable Securities registered or offered thereunder) (it being understood that a P...
Restrictions on Registrations. The holders of Registrable Securities shall be entitled to two Demand Registrations; provided, however, in all cases that each such obligation shall be deemed satisfied only when a Registration Statement or Registration Statements covering all Restricted Securities specified in a request for a Demand Registration received as aforesaid, for sale in accordance with the method of disposition specified in such request, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares have been sold pursuant thereto. The Corporation shall not be obligated to proceed with any Demand Registration if the Corporation shall deliver to the holders of Registrable Securities demanding a registration an opinion reasonably satisfactory in form and substance to such holders, of counsel, reasonably satisfactory to such holders, that the registration of such Registrable Shares is not necessary to permit such sale in the manner set forth in such holders' request. In addition, the Corporation shall not be obligated to proceed with any Demand Registration during any period during which the Corporation would be required to undertake an audit in order to have available for inclusion in the registration statement current financial statements as required in accordance with the Securities Act, unless the holders of Registrable Securities demanding a registration undertake to bear the reasonable costs of such audit. In each case in which the Corporation is not required to take any action, such holders shall be deemed not to have given the request giving rise thereto, and shall be free to deliver a new notice requesting the registration of Registrable Securities.
Restrictions on Registrations. The Corporation may postpone for up to 90 days the filing or the effectiveness of a registration statement for a Demand Registration if the Corporation reasonably believes that such Demand Registration will have a material adverse effect on any proposal or plan by the Corporation to engage in any financing, acquisition of assets or any merger, consolidation, tender offer or other significant transaction; provided, that, the Corporation shall have the right to postpone such filing or effectiveness only one time during any period of 12 consecutive months.
Restrictions on Registrations. The Company may postpone for a reasonable period not to exceed 90 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company shall furnish to the Holders of Registrable Shares to be included in such Demand Registration a certificate signed by the Company’s Chief Executive Officer stating that the Board has determined reasonably and in good faith that such filing would require disclosure of a material fact concerning the Company (which the Company is not otherwise required to disclose) that would have a material adverse effect on the Company or adversely affect any 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 capital stock or other securities of any other entity, or any financing, acquisition, reorganization, merger, consolidation, tender offer or other significant transaction; provided, that the right to postpone may not be exercised for more than 120 days in any 12-month period. The Company will not include in any Demand Registration that is an underwritten offering any securities which are not Registrable Shares without the written consent of the Holders of a majority of the Registrable Shares to be included in such registration.
Restrictions on Registrations. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company delivers to the holders of Registrable Shares that have requested such Demand Registration a certificate executed by the Company’s Chief Executive Officer to the effect that such Demand Registration, if effected, would have a material adverse effect on any bona fide, material proposal or plan by the Company to engage in any financing, acquisition of assets or any merger, consolidation, tender offer or other significant transaction; provided, however, that the Company may not utilize this right more than twice in any twelve-month period.
Restrictions on Registrations. (i) The Company will not be obligated to effect any Demand Registration (A) which would require that financial statements of the Company other than audited fiscal year‑end financial statements be included in the registration statement, unless the Shareholder agrees to pay all expenses (other than internal Company expenses) relating to any special audit and/or other accounting or auditing procedures deemed necessary by the Company, in its sole discretion, with respect to such registration; or (B) within six months after the effective date of a previous Demand Registration.
(ii) The Company may postpone for a reasonable period of time the filing or effectiveness of, or suspend sales under, a registration statement with respect to a Demand Registration if the Company's board of directors determines that such Demand Registration and Public Offering might reasonably be expected to (A) adversely affect the Company or holders of the Company's securities, or (B) require premature public disclosure of, have an adverse effect on, or be inadvisable in view of, any proposal or plan by the Company or any of its subsidiaries to engage in any sale of securities, financing, acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction; provided that in such event, the Shareholder will be entitled to withdraw such Demand Request and, if such request is withdrawn, (x) such Demand Registration will not count as one Demand Registration effected pursuant to Section 2(a) hereof and (y) the Shareholder will not be liable for any of the expenses referred to in Section 2(e) hereof. In the event of any postponement or suspension pursuant to this Section 2(c)(ii), Section 2(c)(i)(A) hereof shall no longer apply to such Demand Registration (unless the Demand Request is withdrawn). The Company shall promptly notify the Shareholder in writing of any such postponement or suspension.
Restrictions on Registrations. (i) The Corporation may postpone for a reasonable period, not to exceed sixty (60) days, the filing or the effectiveness of a registration statement for a Demand Registration if the Corporation has been advised by legal counsel that such filing would require disclosure of a material non-public fact or non-public information that the Corporation determines reasonably and in good faith would have a material adverse effect on the negotiation or completion of any significant transaction that is being contemplated by the Corporation or any of its subsidiaries at the time such right to delay is exercised. In addition, the Corporation shall not be required to effect any registration in accordance with the terms of this Agreement (other than on Form S-3 or any successor form relating to "shelf" offerings) within one hundred twenty (120) days after the effective date of any other registration statement of the Corporation for the IPO or a primary offering (or combined primary and secondary offering) of its securities (other than a registration statement on Form S-8, or any successor form).
(ii) No Holder of Registrable Shares may make a request for a Demand Registration until after the effective date of the IPO; provided, that in any event no Registrable Shares may be sold by either Holder prior to the expiration of the applicable lock-up agreements described in the prospectus relating to the IPO.
Restrictions on Registrations. (i) The Company may postpone for a reasonable period not to exceed 120 days, the filing, amendment or the effectiveness of a registration statement for a Demand Registration if the board of directors of the Company determines reasonably and in good faith that such filing would be significantly disadvantageous to the Company or its stockholders.
(ii) A Holder shall not request the registration of Registrable Shares pursuant to Section 3(a) hereof during the period commencing on the seventh day prior to the effective date of an offering by the Company that is registered under the Securities Act and ending on the ninetieth day after such offering is completed.
