Right to Delay. For one period not to exceed 90 days in any twelve (12) month period, the Company shall not be obligated to prepare and file, or prevented from delaying or abandoning, a Registration Statement pursuant to this Agreement at any time when the Company, in its good faith judgment, reasonably believes:
(a) that the filing thereof at the time requested, or the offering of Registrable Securities pursuant thereto, would materially and adversely affect (i) a pending or scheduled public offering of the Company’s securities, (ii) any significant acquisition, merger, recapitalization. consolidation, reorganization or other similar transaction by or of the Company, (iii) pre-existing and continuing negotiations, discussions or pending proposals with respect to any of the foregoing transactions, or (iv) the financial condition of the Company in view of the disclosure of any pending or threatened litigation, claim, assessment or governmental investigation which may be required thereby; and
(b) that the failure to disclose any material information with respect to the foregoing would cause a violation of the Securities Act or Exchange Act. The Company shall not register any securities for the account of itself or any other stockholder during such 90-day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).
Right to Delay. The Company shall not be obligated to effect the filing of a Registration pursuant to Sections 1.2 or 1.4 above, as the case may be:
(a) For one hundred eighty (180) days from the date of a request made by the Requesting Holders pursuant to Section 1.2 above, if the Company: (i) does not have a Registered class of capital stock, and (a) elects to so delay such Registration in its sole discretion; PROVIDED, HOWEVER, that the Company may exercise this right to delay only once.
(b) During the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Registration Statement pertaining to an initial public offering of securities for the account of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective and that, in the good faith judgment of the Company's underwriter for an underwritten offering or the Company's Board of Directors for a non-underwritten offering, an offering of the Holder's Registrable Securities pursuant to such a Registration Statement would interfere with the successful marketing (including pricing) of the securities to be included in the Company's proposed Registration; PROVIDED, HOWEVER, that the Company shall file such Registration as promptly as practicable following one hundred eighty (180) days after the effective date of the Registration Statement pertaining to an initial public offering of securities for the account of the Company.
(c) For ninety (90) days from the date of a request made by the Holders pursuant to Sections 1.2 or 1.4 above, if in the good faith judgment of the Board of Directors of the Company such Registration would (i) adversely affect a material proposed or pending acquisition, merger, or similar corporate event to which the Company is or expects to be a party or (ii) otherwise be materially detrimental to the Company; PROVIDED, HOWEVER, that the Company may exercise this right to delay only once in any 12-month period.
Right to Delay. The Company shall have the one-time right, after it shall have received written notice pursuant to Section 2.1, to elect not to file or to delay any such proposed registration statement by not more than 60 days, or to withdraw the same after the filing but prior to the effective date thereof; such withdrawal shall renew the Demand Registration rights under Section.
2.1. In addition, the Company may delay the filing of any registration statement requested pursuant to Section 2.1 hereof by not more than 60 days if the Company, prior to the time it would otherwise have been required to file such registration statement, determines in good faith that the filing of the registration statement would require the disclosure of non-public material information that, in its judgment, would be detrimental to the Company if so disclosed or would otherwise adversely affect a financing, acquisition, disposition, merger or other material transaction.
Right to Delay. The Company shall have the right, after it shall have received written notice pursuant to ss.2.1, to elect not to file or to delay any such proposed registration during the first 180 days following the declaration of effectiveness of a registration statement for the Company's first initial public offering. Further, the Company shall have the one-time right, after it shall have received written notice pursuant to ss.2.1, to elect not to file or to delay any such
2.1. In addition, the Company may delay the filing, one time only, of any registration statement requested pursuant to ss.2.1 hereof by not more than 60 days if the Company, prior to the time it would otherwise have been required to file such registration statement, determines in good faith that the filing of the registration statement would require the disclosure of non-public material information that, in its judgment, would be detrimental to the Company if so disclosed or would otherwise adversely affect a financing, acquisition, disposition, merger or other material transaction.
Right to Delay. When an arbitrator has not been paid all or part of his remuneration in time, he may delay the progress of the hearings or the decision on or the delivery of the award until the outstanding amount has been paid.
Right to Delay. In the event that vital services provided to Garden City citizens will be diminished due to construction of the Property, Garden City reserves the right to delay construction to the subsequent year in order to preserve vital services to the citizens of Garden City. Vital services include, but are not limited to, police assistance, public school education, and fire protection. Non-Waiver. A waiver by the City of any default by the Developer of any one or more of the covenants or conditions herein shall apply solely to the breach and breaches waived and shall not bar any other rights or remedies of the City or apply to any subsequent breach of any such or other covenants and conditions.
Right to Delay. As required by law, we have the right to delay paying any cash withdrawals from the Fixed Interest Account for up to six months. We do not intend to do this except in an extreme emergency. We would, of course, credit interest during any delay. SECTION [8]--FEDERAL INCOME TAXES [8.1] Federal Income Tax Rules As They Relate to 457(b) Annuities
(a) Purchase payments are not included in the Employee's gross income and, therefore, are not currently taxable. The earnings on these purchase payments are also tax-deferred.
(b) Withdrawals will not be made available to Employees or their beneficiaries earlier than:
(1) the calendar year in which the Employee attains age 70 1/2;
(2) when the Employee is separated from service; or
(3) when the Employee is faced with an unforeseeable emergency (determined in the manner prescribed in IRS Regulations).
(c) You are solely responsible to ascertain that the Plan meets the requirements of Section 457(b) of the Code, including the deferral limitations of Sections 457(b) and (c) of the Code, and you represent that the Plan is not subject to Title I of the Employee Retirement Income Security Act of 1974, as amended.
(d) In order to preserve the status of this contract as a 457(b) annuity, we have the right to amend this contract to make it comply with Federal income tax rules. We will notify you of any amendments and, when required by law, we will obtain the approval of the appropriate regulatory authority.
(e) A part-time, seasonal or temporary Employee is considered a qualified participant under this 457(b) contract provided any benefit relied upon to satisfy the requirements of paragraph (d)(1) of Section 3121(b)(7)(F) of the Code is 100% nonforfeitable. A part-time, seasonal or temporary Employee's benefit is considered nonforfeitable within the meaning of Section 3121(b)(7)(F) if on any given day the Employee is unconditionally entitled to a single sum distribution on account of death or separation from service that is at least equal to 7.5% of the Employee's compensation for all periods of credited service taken into account in determining whether the Employee's benefit under the retirement system meets the minimum retirement benefit requirements of Section 3121(b)(7)(F).] We will refund to you all or part of the Employee's Account Balance, if necessary, to maintain the contract as a 457(b) annuity. If we make such refunds or payments, we will adjust the Employee's Account Balance accordingly. Withdrawal charges will not ...
Right to Delay. Notwithstanding Sections 9(b) and (d), the Company shall not be obligated to effect the filing of a registration pursuant to Sections 9(b) or (d) either (i) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date one hundred eighty (180) days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that, in the good faith judgment of the Company's underwriter for an underwritten offering or the Company's Board of Directors for a non-underwritten offering, an offering pursuant to such a registration statement would interfere with the successful marketing (including pricing) of the securities to he included in the Company's proposed registration statement or (ii) the Company's Board of Directors shall determine in good faith that such filing will interfere with a pending or contemplated financing, merger, sale or assets, recapitalization or other similar corporate action of the Company. In the event of any such postponement and if the Majority Preferred Holders desire such registration statement to be filed, the Company shall file such registration statement as promptly as practicable following (x) 180 days after the effective date of the registration statement with respect to the offering referred to in clause (i) above, or (y) the date on which the transactions referred to in clause (ii) above shall have been completed or abandoned as the case may be.
Right to Delay. The Company shall have the one-time right, after it shall have received written notice pursuant to section 2.1, to elect not to file or to delay any such proposed registration statement by not more than 60 days, or to withdraw the same after the filing but prior to the effective date if the Company determines in good faith that the filing or amendment of the registration statement would require the disclosure of non-public material information that, in its judgment, would be detrimental to the Company if so disclosed or would otherwise adversely affect a financing, acquisition, disposition, merger or other material transaction. Any withdrawal of a registration statement under this section 2.7 shall renew the Demand Registration rights under section 2.1.
Right to Delay. If, within twenty (20) Business Days after the date of delivery of such notice pursuant to Section 2.4(b)(ii), the non-requesting Investors deliver a joint notice to the requesting Investor requesting a delay of such anticipated Registration Request of up to six (6) months, then such requesting Investor will delay the submission of its Registration Request for the duration set forth in such notice;
