Right to Defer Registration. Notwithstanding anything to the contrary set forth in Sections 2.1(a) and 2.1(b) above, the Company shall not be obligated to take any action to notify holders or to effect any Immediate Offering Registration or Shelf Registration pursuant to Section 2.1(a) or 2.1(b) above if the Company shall have furnished to the Owners requesting registration a certificate signed by the Chairman or President and the Chief Financial Officer of the Company stating that, in the good faith judgment of the Board of Directors (excluding Board members designated by the holders requesting such registration) of the Company, such request could materially interfere with bona fide financing, acquisition, or other material business plans of the Company or would require disclosure of non-public information, the premature disclosure of which could materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such deferral and an estimate of the anticipated period of deferral, and the Company shall promptly notify the holders requesting such registration of the expiration or earlier termination of such deferral. If the Company defers the registration requested under this Section 2.1, the Company shall promptly (but not later than 90 days following the occurrence of the event or circumstances permitting the deferral) notify the holders of Registrable Securities requesting such registration when the events or circumstances permitting such deferral have ended and at that time shall proceed with the requested registration and in accordance with this Agreement. If the Company shall defer the requested registration pursuant to this Section 2.1(c), then any related requested registration may be withdrawn by the holder of Registrable Securities requesting such registration by giving notice to the Company at any time within 10 business days after the date the Company notifies such holder of its willingness to proceed with the requested registration. Upon such withdrawal, the withdrawn requested registration shall not count as an exercise of the demand registration rights granted herein. Holders of Registrable Securities shall not be liable to the Company for any filing or other expenses incurred as a result of a withdrawal of a requested registration made pursuant to this Section 2.1(c). The Company shall not defer a requested registration more than one time in any continuous 12-month period.
Right to Defer Registration. The Company may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a Short Form Registration pursuant to Section 7.2 if its Board of Directors determines, reasonably and in good faith, that such registration might have a material and adverse effect on any proposal or plan by the Company to engage in any acquisition, merger, consolidation, tender offer or any other material transaction; provided, that the Company may not postpone the filing or effectiveness of a registration statement pursuant to this Section 7.3 more than twice during any period of 12 consecutive months. Any suspension under this Section 7.3, along with any suspension of a prospectus under Section 7.7 and any market standoff period under Section 7.17, shall not exceed an aggregate of 180 days in any twelve month period.
Right to Defer Registration. The Company shall not be obligated to effect any registration within ninety (90) days after the effective date of a previous registration statement in which the Holders of Registrable Shares participated or were given an opportunity to participate and declined to do so. If, after a registration statement becomes effective, the Company advises the Holders of Registered Shares that the Company considers it necessary in accordance with the Company's obligations under applicable securities laws for the registration statement to be amended, the Holders of such shares shall suspend any further sales of their Registered Shares until the Company advises them that the registration statement has been amended. The 90 day time period referred to in Section 4 during which the registration statement must be kept current after its effective date shall be extended for an additional number of business days equal to the number of business days during which the rights to sell shares were suspended pursuant to the preceding sentence.
Right to Defer Registration. Subject to the provisions of Section 2.1(b), the Company shall use Commercially Reasonable Efforts to file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders; PROVIDED, HOWEVER, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental, PROVIDED that (except as provided in Section 2.1(b)(iii) above) the Company may not defer the filing for a period of more than 90 days after receipt of the request of the Initiating Holders, and, PROVIDED FURTHER, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Right to Defer Registration. The Company shall not be obligated --------------------------- to effect any registration on behalf of any Holder or transferee thereof within 180 days after the effective date of a previous registration in which such Holder or transferee participated. The Company may postpone for up to 180 days the filing or the effectiveness of a registration statement for a Demand Registration set forth above if (i) the Company determines that such registration might have an adverse effect on any proposal or plan by the Company to engage in any acquisition of assets (other than in the ordinary course) or any merger, consolidation, tender offer or similar transaction or (ii) any other material, nonpublic development or transaction is pending; provided that the -------- Company may not postpone the filing or effectiveness of a registration statement pursuant to this sentence more frequently than once during any period of 12 consecutive months.
Right to Defer Registration. Issuer shall not be required to ---------------------------- effect a registration pursuant to Sections 2.1 or 2.2 if Issuer shall furnish to the Permitted Right Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of Issuer, it would be materially detrimental to Issuer and its shareholders for such registration statement to be effected at such time, in which event Issuer shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request pursuant to Section 2.1 or 2.2; provided that such right to delay a request shall be exercised by Issuer not more than once in any twelve (12) month period.
Right to Defer Registration. The Company shall not be obligated to effect any registration within ninety (90) days after the effective date of a previous registration statement in which the Holders of Registrable Shares participated or were given an opportunity to participate and declined to do so. The Company may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a demand registration set forth above if (i) the Board of Directors determines, reasonably and in good faith, that such registration might have an adverse effect on any proposal or plan by the Company, including, without limitation, a plan or proposal to engage in any acquisition, merger, consolidation, tender offer or similar transaction or (ii) any other material, nonpublic development or transaction is pending and the filing of such registration would require disclosure of such development or transaction at a time when the Company did not otherwise have a duty to disclose such development or transaction; provided, that the Company may not postpone the filing or effectiveness of a registration statement pursuant to this sentence more frequently than twice during any period of twelve (12)
Right to Defer Registration. Parent may postpone only once for up to ninety (90) days the filing or the effectiveness of the currently contemplated registration statement if its Board of Directors determines, reasonably and in good faith, that such registration might have a material and adverse effect on any proposal or plan by Parent to engage in any acquisition, merger, consolidation, tender offer or any other material transaction.
Right to Defer Registration. Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the president or chief executive officer of the Company stating that in the good faith judgment of the board of directors of the Company (the “Board”), and supported by outside legal counsel opinion, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, the Company shall then have the right to defer the filing of the registration statement no more than once during any 12-month period for a period of not more than 180 days after receipt of the request of the Initiating Holder or Initiating Holders under this Section 1.3.
Right to Defer Registration. The Company shall not be obligated to effect any registration within 180 days after the effective date of a previous registration statement on Form S-I in which the holders of Underlying Common Stock participated or were given an opportunity to participate and declined to do so. The Company may postpone for up to 180 days the filing or the effectiveness of a registration statement for a Demand Registration set forth above if (i) the Board of Directors determines, reasonably and in good faith, that such registration might have an adverse effect on any proposal or plan by the Company, including, without limitation, a plan or proposal to engage in any acquisition, merger, consolidation, tender offer, offering or similar transaction or (ii) any other material, nonpublic development or transaction is pending; provided, that the Company may not postpone the filing or effectiveness of a registration statement pursuant to this sentence more frequently than once during any period of 12 consecutive months.
