Common use of Suspension of Prospectus Clause in Contracts

Suspension of Prospectus. Under any registration statement filed pursuant to Section 2 hereof, Parent may restrict the disposition of the Registrable Securities, and Seller will not be able to dispose of such Registrable Securities, if Parent shall have delivered a notice in writing to Seller stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined that such sales would require public disclosure by Parent of material nonpublic information that is not included in such registration statement. In the event of the delivery of the notice described above by Parent, Parent shall use its best efforts to amend such registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of Parent to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities shall not exceed 90 days. Any such delay shall result in a corresponding extension of the period of time that Parent is required to maintain the effectiveness of the registration statement under Section 2.

Appears in 2 contracts

Samples: Registration Rights Agreement (Pc Tel Inc), Asset Purchase Agreement (Pc Tel Inc)

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Suspension of Prospectus. (a) Under any registration statement filed pursuant to Section 2 hereofthis Rights Agreement, Parent may restrict the disposition of the Registrable Securities, and Seller a Holder will not be able to dispose of such Registrable Securities, if Parent shall have delivered a notice in writing to Seller such Holder stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined that such sales would require public disclosure by Parent of material nonpublic non-public information that is not included in such registration statement. In the event of the delivery of the notice described above by ParentParent in the case of a registration statement filed pursuant to Section 2, Parent shall use its best efforts to amend such registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of Parent to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities shall not exceed 90 days. Any such delay shall result 20 trading days in a corresponding extension of the period of time that aggregate (in addition to the periods under which Parent is required may restrict sales pursuant to maintain the effectiveness of the registration statement under Section 23(b) below).

Appears in 1 contract

Samples: Registration Rights Agreement (Synopsys Inc)

Suspension of Prospectus. Under any registration statement filed pursuant to Section 2 or Section 4 hereof, Parent may restrict the disposition of the Registrable Securities, and Seller a Holder will not be able to dispose of such Registrable Securities, if Parent shall have delivered a notice in writing to Seller such Holder stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined that such sales would require public disclosure by Parent of material nonpublic information that is not included in such registration statement. In the event of the delivery of the notice described above by Parent, Parent shall use its best efforts to amend such registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of Parent to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities shall not exceed 90 thirty (30) days, and may not be exercised by Parent more than once for each registration under Section 2 and Section 4. Any such delay shall result in a corresponding extension of the period of time that Parent is required to maintain the effectiveness of the registration statement under Section 22 and Section 4.

Appears in 1 contract

Samples: Indemnity Agreement (Peregrine Systems Inc)

Suspension of Prospectus. Under any registration statement filed pursuant to Section 2 hereof, Parent may restrict the disposition of the Registrable Securities, and Seller Company will not be able to dispose of such Registrable Securities, if Parent shall have delivered a notice in writing signed by an executive officer of Parent to Seller the Company stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined that such sales would require public disclosure by Parent of material nonpublic information that is not included in such registration statement. In the event of the delivery of the notice described above by Parent, Parent shall use its best efforts to amend such registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of Parent to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities shall not exceed 90 days. Any such delay shall result in a corresponding extension of the period of time that Parent is required to maintain the effectiveness of the registration statement under Section 2.

Appears in 1 contract

Samples: Registration Rights Agreement (Peregrine Systems Inc)

Suspension of Prospectus. Under Prior to any proposed disposition by Holder of any Registrable Securities under any registration statement filed pursuant to Section 2 hereof, Holder shall notify Parent in writing of such proposed disposition. Parent may restrict the disposition of the Registrable Securities, and Seller a Holder will not be able to dispose of such Registrable Securities, if Parent shall have delivered within two (2) business days thereof a notice in writing to Seller such Holder stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined in good faith that such sales would require public disclosure by Parent of material nonpublic information that is not included in such registration statement. In the event of the delivery of the notice described above by Parent, Parent shall use its reasonable best efforts to amend such registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of Parent to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities shall not exceed 90 days. Any such delay days in the aggregate and no longer than 30 days as to any single delay, and shall result extend the time period in a corresponding extension of Section 2(b)(i)(B) if necessary by the period of time that Parent is required to maintain the effectiveness of the registration statement under Section 2such actual delay.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Niku Corp)

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Suspension of Prospectus. Under Prior to any proposed disposition by Holder of any Registrable Securities under any registration statement filed pursuant to Section 2 hereof, Holder shall notify Parent in writing of such proposed disposition. Parent may restrict the disposition of the Registrable Securities, and Seller a Holder will not be able to dispose of such Registrable Securities, if Parent shall have delivered within two (2) business days thereof a notice in writing to Seller such Holder stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined in good faith that such sales would require public disclosure by Parent of material nonpublic information that is not included in such registration statement. In the event of the delivery of the notice described above by Parent, Parent shall use its reasonable best efforts to amend such registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of Parent to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities shall not exceed 90 days. Any such delay shall result days in a corresponding extension of the period of time that Parent is required aggregate and no longer than 30 days as to maintain the effectiveness of the registration statement under Section 2any single delay.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Niku Corp)

Suspension of Prospectus. Under any registration statement filed pursuant to Section 2 hereof, Parent may restrict the disposition of the Registrable Securities, and Seller a Holder will not be able to dispose of such Registrable Securities, if Parent shall have delivered a notice in writing to Seller such Holder stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined in good faith that such sales would require public disclosure by Parent of material nonpublic information that is not included in such registration statementstatement and that immediate disclosure of such information would be materially detrimental to Parent. In the event of the delivery of the notice described above by Parent, Parent shall use its reasonable best efforts to amend such registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of Parent to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities shall not be exercised by Parent more than two times in any four month period and shall not exceed 90 days. Any such delay shall result 60 days in a corresponding extension of the aggregate (during the period of time that Parent is required to maintain the effectiveness of the registration statement under is otherwise required to remain effective specified in Section 22(b) above) and no longer than 20 days as to any single delay.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Artisan Components Inc)

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