Common use of Right to Defer or Suspend Registration Clause in Contracts

Right to Defer or Suspend Registration. In the event that the Company determines in good faith that any one or more of the following circumstances exist, the Company may, at its option, (x) defer any registration of Registrable Securities in response to a Registration Request or (y) require the Shareholder and the Investors to suspend any offerings of Registrable Securities pursuant to a Registration Statement for the periods specified: (i) if the Company is subject to any of its customary suspension or blackout periods, for all or part of such period; (ii) if any offering would occur during the period commencing 15 days prior to any scheduled investor day presentation and ending two days after the furnishing to the SEC of the Form 6-K or Form 8-K reporting the substance of such investor day presentation, for the duration of such period; (iii) for not more than sixty (60) days in the aggregate in any 180-day period, if the Company believes that an offering would require the Company, under applicable securities laws and other laws, to make disclosures of material non-public information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided, that this exception shall continue to apply only during the time that such material non-public information has not been disclosed and remains material; provided, further, that upon disclosure of such material non-public information, the Company shall (x) notify the Shareholder and the Investors whose Registrable Securities are included in the Registration Statement; (y) terminate any deferment or suspension it has put into effect; and (z) take such actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the Registration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (iv) for not more than sixty (60) days in the aggregate in any 180-day period, if the Company is pursuing a primary underwritten offering of Company Shares pursuant to a Registration Statement; provided, however, that the Shareholder and the Investors shall have Piggyback Registration Rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 3.

Right to Defer or Suspend Registration. In the event that the Company determines in good faith that any one or more of the following circumstances exist, the Company may, at its option, (x) defer defer, suspend or delay any registration of Registrable Securities in response to a Demand Registration Request or (y) require the Shareholder Parent and the other Investors to suspend any offerings of Registrable Securities pursuant to a Registration Statement for the periods specified: (i) if the Company is subject to any of its customary suspension or blackout periods, for all or part of such period; (ii) if any offering would occur during the period commencing 15 days prior to any scheduled investor day presentation and ending two days after the furnishing to the SEC of the Form 6-K or Form 8-K reporting the substance of such investor day presentation, for the duration of such period; (iii) for not more than sixty (60) days in the aggregate in any 180-day period, if the Company believes after consultation with counsel that an offering would require the Company, under applicable securities laws and other laws, to make disclosures of material non-public information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in have a material and adverse effect on the Company’s best interests; provided, that this exception shall continue to apply only during the time that such material non-public information has not been disclosed and remains material; provided, further, that upon disclosure of such material non-public information, the Company shall (x) notify the Shareholder Parent and the other Investors whose Registrable Securities are included in the Registration Statement; (y) terminate any deferment or suspension it has put into effect; and (z) take such actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the Registration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (iviii) for not more than sixty (60) days in the aggregate in if any 180-day period, if the Company is pursuing a primary underwritten such offering of Company Shares pursuant to a Registration Statement; provided, however, that the Shareholder and the Investors shall have Piggyback Registration Rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 3would violate applicable Law.

Right to Defer or Suspend Registration. In the event that the Company AerCap determines in good faith that any one or more of the following circumstances exist, the Company and the Guarantors may, at its their option, (x) defer any registration of Registrable Securities in response to a Registration Request or (y) require the Shareholder and the Investors Noteholder to suspend any offerings offering of Registrable Securities pursuant to a Registration Statement for the periods specified: (i) if the Company AerCap is subject to any of its customary suspension or blackout periods, for all or part of such period; (ii) if any offering would occur during the period commencing 15 days prior to any scheduled investor day presentation of AerCap and ending two days after the furnishing to the SEC of the Form 6-K or Form 8-K reporting the substance of such investor day presentation, for the duration of such period;; and (iii) for not more than sixty (60) days in the aggregate in any 180-day period, if the Company AerCap believes that an offering would require the CompanyCompany or any Guarantors, under applicable securities laws and other laws, to make disclosures of disclose material non-public information that would not otherwise be required to be disclosed at that time and the Company AerCap believes in good faith that such disclosures at that time would not be in best interests of the Company’s best interestsCompany or any Guarantor; provided, provided that this exception shall continue to apply only during the time that such material non-public information has not been disclosed and remains material; provided, further, that upon disclosure of such material non-public information, the Company shall (x) notify the Shareholder and the Investors whose Registrable Securities are included in the Registration StatementNoteholder; (y) terminate any deferment deferral or suspension it has put into effect; and (z) take such actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the Registration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (iv) for not more than sixty (60) days in the aggregate in any 180-day period, if the Company is pursuing a primary underwritten offering of Company Shares pursuant to a Registration Statement; provided, however, that the Shareholder and the Investors shall have Piggyback Registration Rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 3.

Right to Defer or Suspend Registration. In the event that the Company determines in good faith that any one or more of the following circumstances exist, the The Company may, at its option, (x) defer defer, suspend or delay any registration of Registrable Securities in response to a Demand Registration Request or (y) require the Shareholder Stockholder and the other Investors to suspend any offerings of Registrable Securities (including any Underwritten Shelf Take-Down) pursuant to a Registration Statement for the periods specified: (i) if the Company is subject to determines in good faith (after consultation with external legal counsel) that proceeding with the filing, effectiveness or use of any of its customary suspension or blackout periods, for all or part of such period; Registration Statement would (iiA) if any offering would occur during the period commencing 15 days prior to any scheduled investor day presentation and ending two days after the furnishing to the SEC of the Form 6-K or Form 8-K reporting the substance of such investor day presentation, for the duration of such period; (iii) for not more than sixty (60) days in the aggregate in any 180-day period, if require the Company believes that an offering would require the Company, under applicable securities laws and other laws, to make disclosures of publicly disclose material non-public information in such Registration Statement so that it would not otherwise be materially misleading, the disclosure of which (i) would not be required to be disclosed made at that such time but for the filing, effectiveness or use of such Registration Statement and (ii) would, in the good faith judgment of the Company, have a material adverse effect on the Company believes in good faith that such disclosures at that time would not or (B) be in expected to materially impede, delay or interfere with, or require premature disclosure of, any pending negotiation or plan of the Company’s best interests; providedCompany to effect a merger, that this exception shall continue to apply only during acquisition, disposition, financing, reorganization, recapitalization or other similar transaction. In the time that such material non-public information has not been disclosed and remains material; providedcase of clause (A), further, that upon disclosure of such material non-public information, the Company shall (x) notify the Shareholder Stockholder and the other Investors whose Registrable Securities are included in the Registration Statement; (y) terminate any deferment or suspension it has put into effect; and (z) take such actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the Registration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (iv) for not more than sixty (60) days in the aggregate in any 180-day period, if the Company is pursuing a primary underwritten offering of Company Shares pursuant to a Registration Statement; provided, however, that the Shareholder and the Investors shall have Piggyback Registration Rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 3.

Right to Defer or Suspend Registration. In the event that the Company determines in good faith that any one or more of the following circumstances exist, the Company may, at its option, (x) defer any registration of Registrable Securities in response to a Registration Request or (y) require the Shareholder and the Investors to suspend any offerings of Registrable Securities pursuant to a Registration Statement for the periods specified: (i) if the Company is subject to any of its customary suspension or blackout periods, for all or part of such period; (ii) if any offering would occur during the period commencing 15 days prior to any scheduled investor day presentation and ending two days after the furnishing to the SEC Commission of the Form 6-K or Form 8-K reporting the substance of such investor day presentation, for the duration of such period; (iii) for not more than sixty (60) days in the aggregate in any 180-day period, if the Company believes that an offering would require the Company, under applicable securities laws and other laws, to make disclosures of material non-public information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided, provided that this exception shall continue to apply only during the time that such material non-public information has not been disclosed and remains material; provided, further, that upon disclosure of such material non-public information, the Company shall (x) notify the Shareholder and the Investors whose Registrable Securities are included in the Registration Statement; (y) terminate any deferment or suspension it has put into effect; and (z) take such actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreement, including, if necessary, the preparation and filing of a post-effective amendment or prospectus supplement so that the Registration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (iv) for not more than sixty (60) days in the aggregate in any 180-day period, if the Company is pursuing a primary underwritten offering of Company Shares pursuant to a Registration Statement; provided, however, that the Shareholder and the Investors shall have Piggyback Registration Rights rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 3.

Right to Defer or Suspend Registration. In the event that the Company determines in good faith (after consultation with external legal counsel) that any one or more of the following circumstances exist, the Company may, at its option, may (x) defer defer, suspend or delay any registration of Registrable Securities in response to a Demand Registration Request or (y) require the Shareholder Stockholder and the other Investors to suspend any offerings of Registrable Securities (including any Underwritten Shelf Take-Down) pursuant to a Registration Statement for the periods specifiedRegistration: (i) if the Company is subject to any of its customary suspension or blackout periods, for all or part of such period; (ii) if any offering would occur during the period commencing 15 days prior to any scheduled investor day presentation and ending two days after the furnishing to the SEC of the Form 6-K or Form 8-K reporting the substance of such investor day presentation, for the duration of such period; (iii) for not more than sixty (60) days in the aggregate in any 180-day period, if the Company believes that an offering would (A) reasonably be expected to materially impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, merger, corporate reorganization, segment reclassification or discontinuance of operations that is required to be reflected in pro forma or restated financial statements financial statements of the Company or any negotiations, discussions or pending proposals with respect thereto, involving the Company and its subsidiaries, taken as a whole, or (B) require the Company, under applicable securities laws and other laws, to make disclosures of material non-public information that would not otherwise be required to be disclosed at that time time, and the Company believes in good faith that such disclosures at that time would not be in have a material and adverse effect on the Company’s best interests; provided, that this the exception in clause (B) above shall continue to apply only during the time that such material non-public information has not been disclosed and remains material; provided, further, that upon disclosure of such material non-public information, information the Company shall (x) notify the Shareholder Stockholder and the other Investors whose Registrable Securities are included in the Registration Statement; (y) terminate any deferment or suspension it has put into effect; and (z) take such actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the Registration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (ivii) for not more than sixty (60) days in the aggregate in if any 180-day period, if the Company is pursuing a primary underwritten such offering of Company Shares pursuant to a Registration Statement; provided, however, that the Shareholder and the Investors shall have Piggyback Registration Rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 3would violate applicable Law.