Suspension of Registration Requirement. (a) The Company shall promptly notify the Holder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed sixty (60) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder of the existence of any Suspension Event. (c) Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) hereof agrees, if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten Offering), during the 15-day period prior to, and during the 60-day period beginning on, the date of pricing of each such Offering, to the extent timely notified in writing by the Company or the managing underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (Beacon Properties Corp)
Suspension of Registration Requirement. (a) The Company shall promptly notify the each Holder requesting registration of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible momentas soon as practicable.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality filing (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed sixty ninety (6090) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The In the event any Holder requests registration during a Suspension Event, the Company shall notify the Holder of the existence of any such Suspension Event.
(c) Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) 1 hereof agrees, if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten Offering), during the 15-day period prior to, and during the 6090-day period (or such longer period as may be required by the managing underwriter or underwriters) beginning on, the date of pricing of each such Offering, to the extent timely notified in writing by the Company or the managing underwriters. Furthermore, notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as the Company is proceeding with an Underwritten Offering if the Company is advised by the underwriters that the sale of Registrable Shares under a Registration Statement would have a material adverse effect on the Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Patriot American Hospitality Operating Co\de)
Suspension of Registration Requirement. (a) The Company shall promptly notify the each Holder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the a Registration Statement with respect to such Holder’s Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the such a Registration Statement at the earliest possible moment.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's ’s obligation under this Agreement to use its commercially reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the Company if the Company is advised in writing by the underwriters that the sale of Registrable Shares under the Registration Statement would impair the pricing or other commercial practicality of the primary offering or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "“Suspension Event"”) that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed sixty (60) 90 days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder Holders of the existence and, in the case of circumstances referred to in clause (i) of this Section 8(b), the nature of any Suspension Event.
(c) Each holder Holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) hereof agrees, if requested by the Company in the case of a Company-initiated nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an a Company-initiated underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering")offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offeringa Registration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten OfferingCompany-initiated registration), during the 15-day period prior toto (as reasonably estimated by the Company in good faith), and during the 60-day period beginning on, the effective date of pricing of each Company-initiated offering made pursuant to the registration statement relating to such OfferingCompany-initiated offering, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that such 60-day period shall be extended by the number of days from and including the date of the giving of any notice pursuant to Section 3(f) or (g) hereof to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 3(g) hereof.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (American Campus Communities Inc)
Suspension of Registration Requirement. (a) The Company shall promptly notify the each Holder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use reasonable its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable its best efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the Company if the Company is advised by the underwriters that sale of Registrable Shares under the Registration Statement would have a material adverse effect on the primary offering or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide BONA FIDE business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event events or its effect is continuing but in no event will that suspension exceed sixty ninety (6090) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the each Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 8(b), nature of any Suspension Event.
(c) Each holder Holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) hereof 3 agrees, if requested by the Company in the case of a Company-initiated nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an a Company-initiated underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering")offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such OfferingRegistration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten OfferingCompany-initiated registration), during the 15-day period prior to, and during the 60-day period beginning on, the date of pricing effectiveness of each Company-initiated offering made pursuant to such OfferingRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriters; PROVIDED, HOWEVER, that such 60-day period shall be extended by the number of days from and including the date of the giving of any notice pursuant to Section 3(c) or (f) hereof to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 3(f) hereof.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (Summit Properties Inc)
Suspension of Registration Requirement. (a) The Company Companies shall promptly notify the each Holder requesting registration of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the threat of or initiation of any proceedings for that purpose. The Company Companies shall use reasonable their best efforts to prevent the issuance of or to obtain the withdrawal of any SEC order suspending the effectiveness of the Registration Statement at the earliest possible momenttime.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's Companies' obligation under this Agreement to use reasonable their best efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or of the occurrence of an event that would require additional disclosure of material information by the Company Companies in the Registration Statement and the Board of Directors of the Companies in good faith determine that the disclosure relating to such event or such filing, as to which pending transaction would have a material adverse effect upon the Company has a bona fide business purpose for preserving confidentiality Companies (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement), but such suspension shall continue only for so long as such event or its effect pending transaction is continuing but in no event will that and the Companies shall use their best efforts to cause any such suspension exceed sixty (60) daysto terminate at the earliest possible date. The Company agrees In any event, the Companies agree not to exercise the rights set forth in this Section 7(b) more than twice three times in any twelve month period. The Company , one period which shall notify not exceed thirty (30) days and two periods each of which shall not exceed fifteen (15) days; provided that, in only the Holder first twelve month period following the date of this Agreement, the existence Companies shall be entitled to exercise the rights set forth in this Section 7(b) for one additional period of fifteen (15) days, and provided further that no two such Suspension Event periods in any Suspension Eventtwelve month period shall relate to the same circumstances.
(c) Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) hereof agrees, if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or Registered Securities agrees if requested by the managing underwriter or underwriters in an a fixed price, firm commitment underwritten offering by either of the Companies of any of its securities (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten Offering)Registered Securities, during the 155-day period prior to, and during the 6010-day period (or such longer period as may be required by the managing underwriter or underwriters) beginning on, the date of pricing of each such Offering, to the extent timely notified in writing by the Company Companies or the managing underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (New Horizons of Yonkers Inc)
Suspension of Registration Requirement. (a) The Company shall promptly notify the each Holder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the a Registration Statement with respect to such Holder's Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use reasonable its best efforts to obtain the withdrawal of any order suspending the effectiveness of the such a Registration Statement at the earliest possible moment.
(b) Notwithstanding NOTWITHSTANDING anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable its best efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the Company if the Company is advised by the underwriters that the sale of Registrable Shares under the Registration Statement would impair the pricing or other commercial practicality of the primary offering or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed sixty (60) 90 days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder Holders of the existence and, in the case of circumstances referred to in clause (i) of this Section 8(b), nature of any Suspension Event.
(c) Each holder HOLDER of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) hereof agrees, if requested by the Company in the case of a Company-initiated nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an a Company-initiated underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering")offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offeringa Registration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten OfferingCompany-initiated registration), during the 15-day period prior to, and during the 60-day period beginning on, the date of pricing effectiveness of each Company-initiated offering made pursuant to the registration statement relating to such OfferingCompany-initiated offering, to the extent timely notified in writing by the Company or the managing underwriters; PROVIDED HOWEVER, that such 60-day period shall be extended by the number of days from and including the date of the giving of any notice pursuant to Section 3(f) or (g) hereof to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 3(g) hereof.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (Gables Residential Trust)
Suspension of Registration Requirement. (a) The Company shall promptly notify the each Holder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the any applicable Registration Statement or the initiation of any proceedings for that purpose. The Company shall use reasonable efforts efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible momentas soon as practicable.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as the Board of Directors determines in good faith that pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality filing (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement; provided, but however, that such suspension shall continue only for so as long as such event or its effect is continuing but and has not otherwise been publicly disclosed and in no event will that suspension exceed sixty (60) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice once in any twelve six month periodperiod or within six months of a managing underwriter or underwriters exercising their rights under Section 7(c) below. The Company shall notify the Holder of the existence of any Suspension Event.
(c) Each holder of Registrable Shares whose Registrable Shares are covered by a Demand Registration Statement or a Piggyback Registration Statement filed pursuant to Section 1(a), (b) or (c) 1 hereof agrees, if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Underwritten Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten Offering), during the 15-day period prior to, and during the 60-day period beginning on, the date of pricing of each such Offering, to the extent timely notified in writing by the Company or the managing underwriters.such
Appears in 1 contract
Samples: Registration Rights Agreement (Bradley Real Estate Inc)
Suspension of Registration Requirement. (a) The Company Companies shall promptly notify the each Holder of, for whom Registrable Shares have been registered thereunder and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company Companies shall use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible momentas soon as practicable.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's Companies' obligation under this Agreement to use reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the REIT or the Operating Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality (such circumstances being hereinafter referred to as a "Suspension Event") filing that would make it impractical or unadvisable inadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but and in no event will that such suspension exceed sixty 60 days (60) days. The Company agrees not such circumstances being hereinafter referred to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder of the existence of any as a "Suspension Event").
(c) Each holder of Registrable Shares whose Registrable Shares are covered by a Resale Shelf Registration Statement, Demand Registration Statement or Piggyback Registration Statement filed pursuant to Section 1(a), (b) or (c) 1 hereof agrees, if requested by the REIT or the Operating Company in the case of a nonunderwritten offering of Paired Shares (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering of Paired Shares (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such OfferingRegistrable Shares, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as and excluding a sale which is part of such Underwritten Offering), during the 15-day period prior to, and during the 6090-day period beginning on, the date of pricing of each such OfferingOffering (the "Offering Period"), to the extent timely notified in writing by the REIT or the Operating Company or the managing underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (Wyndham International Inc)
Suspension of Registration Requirement. (a) The Company Companies shall promptly notify the each Holder requesting registration of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the threat of or initiation of any proceedings for that purpose. The Company Companies shall use their reasonable efforts to prevent the issuance of or to obtain the withdrawal of any SEC order suspending the effectiveness of the Registration Statement at the earliest possible momenttime.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's Companies' obligation under this Agreement to use reasonable efforts to cause amend or supplement the Registration Statement shall be suspended in the event of the occurrence of an event that would require additional disclosure of material information by the Companies in the Registration Statement and the Board of Directors of the Companies in good faith determine that the disclosure relating to such event or pending transaction would have a material adverse effect upon the Companies (such circumstances being hereinafter referred to as a "Suspension Event"), but such suspension shall continue only for so long as such event or pending transaction is continuing and the Companies shall use reasonable efforts to cause any filings with such suspension to terminate at the earliest possible date. In any state event, the Companies agree not to exercise the rights set forth in this Section 7(b) more than three times in any twelve month period, one period which shall not exceed forty-five (45) days, one period which shall not exceed twenty-five (25) days, and one period which shall not exceed fifteen (15) days.
(c) Each holder of Registered Securities agrees if requested by the managing underwriter or underwriters in a fixed price, firm commitment underwritten offering by either of the Companies of any of its securities commission (an "Offering"), not to effect any public sale or distribution of any of the Registered Securities, during the 5-day period prior to, and during the 10-day period (or such longer period as may be made required by the managing underwriter or underwriters) beginning on, the date of pricing of each Offering, to become effective the extent timely notified in writing by the Companies or the managing underwriters. Furthermore, notwithstanding anything to the contrary set forth in this Agreement, the Companies' obligation under this Agreement to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, as BI or consummation of, a transaction or BSI are proceeding with an Offering if the occurrence of an event that would require additional disclosure of material information Companies are advised by the Company in underwriters that the sale of Registered Securities under the Registration Statement or such filing, as to which would have a material adverse effect on the Company has a bona fide business purpose for preserving confidentiality (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed sixty (60) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder of the existence of any Suspension EventOffering.
(c) Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) hereof agrees, if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten Offering), during the 15-day period prior to, and during the 60-day period beginning on, the date of pricing of each such Offering, to the extent timely notified in writing by the Company or the managing underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (Bradlees Stores Inc)
Suspension of Registration Requirement. (a) The Company shall promptly notify the Holder of, and confirm in writing, of the issuance by the SEC of any stop order suspending the effectiveness of the any Registration Statement or the initiation of any proceedings for that purpose. Holder agrees not to effect any sales from the date of such notice until the Company obtains the withdrawal of any such order suspending the effectiveness of such Registration Statement. The Company shall use reasonable its best efforts to obtain the withdrawal of any order suspending the effectiveness of the any Registration Statement at the earliest possible momentand shall promptly notify Holder of any such withdrawal.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement and If any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed sixty (60) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder of the existence of any Suspension Event.
(c) Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a)2 hereof, (b) or (c) hereof Holder agrees, if requested by the Company in the case of a nonunderwritten Company-initiated non-underwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an a Company-initiated underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering")offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such OfferingRegistration Statement (or any security the value of which is determined with reference to the value of such securities), including a sale pursuant to Rule 144 144A or Rule 144A 144 under the Securities Act (except as part of such Underwritten OfferingCompany-initiated registration), during the 15-10 day period prior to, and during the 6090-day period beginning on, on the date of pricing effectiveness of each such OfferingRegistration Statement; provided, to the extent timely notified in writing however, that such 90-day period shall be extended by the Company number of days from (and including) the date of any notice pursuant to Section 2(d) or (e) hereof to (and including) the managing underwritersdate when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 2(e) hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Silverleaf Resorts Inc)
Suspension of Registration Requirement. (a) The Company shall promptly notify the each Holder requesting registration of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible momentas soon as practicable.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality filing (such circumstances being hereinafter referred to as a "Suspension Event") that in the judgment of the Board of Directors of the Company would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed sixty (60) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The In the event any Holder requests registration during a Suspension Event, the Company shall notify the Holder of the existence of any such Suspension Event.
(c) Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) 1 hereof agrees, if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten Offering), during the 15-day period prior to, and in the case of an Underwritten Offering during the 6090-day period (or such longer period as may be required by the managing underwriter or underwriters) beginning on, the date of pricing of each such Offering, to the extent timely notified in writing by the Company or the managing underwriters; provided in the case of a Nonunderwritten Offering the Company may make this request only once during each six month period. Furthermore, notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as the Company is proceeding with an Underwritten Offering if the Company is advised by the underwriters that the sale of Registrable Shares under a Registration Statement would have a material adverse effect on the Underwritten Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Patriot American Hospitality Operating Co\de)
Suspension of Registration Requirement. (a) The Company shall promptly notify the Holder each Shareholder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the a Registration Statement or the initiation of any proceedings for that purpose. Each Shareholder agrees not to effect any sales from the date of such notice until the Company obtains the withdrawal of any such order suspending the effectiveness of the applicable Registration Statement. The Company shall use reasonable its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed sixty (60) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder each Shareholder of the existence of any Suspension Event.
(c) such withdrawal within two business days thereafter. Each holder of Registrable Shares Shareholder whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), 3 (b) or (ca) hereof agrees, if requested by the Company in the case of a nonunderwritten Company-initiated non-underwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an a Company-initiated underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering")offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such OfferingRegistration Statement (or any security the value of which is determined with reference to the value of such securities), including a sale pursuant to Rule 144 144A or Rule 144A 144 under the Securities Act (except as part of such Underwritten OfferingCompany-initiated registration), during the 15-day period prior to, and during the 6090-day period beginning on, on the date of pricing effectiveness of each Company-initiated offering made pursuant to such OfferingRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that such 90-day period shall be extended by the number of days from (and including) the date of the giving of any notice pursuant to Section 3(d) or (e) hereof to (and including) the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 3(e) hereof.
Appears in 1 contract
Suspension of Registration Requirement. (a) The Company shall promptly notify Immediately prior to any anticipated sale of the Holder of, and confirm in writingShares subject to the Registration Statement, the issuance by Shareholder shall notify PGFC in writing of the SEC anticipated sale of the Shares. The Shareholder agrees that he will not effect any stop order suspending the effectiveness sales of Shares pursuant to the Registration Statement after the Shareholder has received notice from PGFC to suspend sales as a result of the occurrence or the initiation existence of any proceedings for Suspension Event (as defined in section 6(b) below) until PGFC provides written notice to the Shareholder that purposeall Suspension Events have ceased to exist. The Company shall use reasonable efforts Shareholder agrees that he will not effect any sales of Shares pursuant to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at after the earliest possible momentShareholder has received notice from PGFC to suspend sales because the Registration Statement, any Prospectus or any supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, until PGFC notifies the Shareholder that the misstatement or omission has been corrected. PGFC agrees that the period of time during which the Registration Statement must be kept effective pursuant to clause (i) of Section 2(a) shall be extended by a period which is not less than the aggregate number of days during which any Suspension Event is in effect.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the CompanyPGFC's obligation under this Agreement to file the Registration Statement and make any filings with any state securities authority, to use reasonable its best efforts to cause the Registration Statement and any filings with or any state securities commission to be made or filings to become effective or to remain effective, or to amend or supplement the Registration Statement or any state securities filings shall be suspended in the event of and during a Suspension Event. A "Suspension Event" shall exist at such period times as circumstances exist that PGFC determines in good faith on advice of counsel, make it impractical or inadvisable for PGFC to file, amend or supplement the Registration Statement or such filings or to cause the Registration Statement or such filings to become effective or to remain effective or for the sale of Shares to occur under the Registration Statement (such circumstances to include, without limitation, (i) pending negotiations relating to, or consummation of, a significant acquisition, corporate reorganization, material proposed financing, the offer or sale of securities, or other similar transaction involving PGFC, or (ii) the occurrence of an some other event that (X) where any of the foregoing would require additional disclosure under applicable securities laws of material information by the Company in the Registration Statement (or any other document incorporated into the Registration Statement by reference) or such filing, state securities filings and (Y) as to which the Company PGFC has a bona fide business purpose for preserving confidentiality (such circumstances being hereinafter referred or which renders PGFC unable to as a "comply with SEC requirements). PGFC shall notify the Shareholder promptly after any Suspension Event"Event occurs or ceases to exist. Suspension of PGFC's obligations pursuant to this Section 6(b) that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event a Suspension Event or its effect is continuing but in no event will that suspension exceed sixty (60) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder of the existence of any Suspension Eventcontinuing.
(c) Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) hereof agrees, if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten Offering), during the 15-day period prior to, and during the 60-day period beginning on, the date of pricing of each such Offering, to the extent timely notified in writing by the Company or the managing underwriters.
Appears in 1 contract
Samples: Merger Agreement (Peapack Gladstone Financial Corp)
Suspension of Registration Requirement. (a) The Company shall promptly notify the each Holder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the a Registration Statement with respect to such Holder's Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use reasonable its best efforts to obtain the withdrawal of any order suspending the effectiveness of the such a Registration Statement at the earliest possible moment.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable its best efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the Company if the Company is advised by the underwriters that the sale of Registrable Shares under the Registration Statement would impair the pricing or other commercial practicality of the primary offering or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional 8 disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide BONA FIDE business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed sixty (60) 90 days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder Holders of the existence and, in the case of circumstances referred to in clause (i) of this Section 8(b), nature of any Suspension Event.
(c) Each holder Holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) hereof agrees, if requested by the Company in the case of a Company-initiated nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an a Company-initiated underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering")offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offeringa Registration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten OfferingCompany-initiated registration), during the 15-day period prior to, and during the 60-day period beginning on, the date of pricing effectiveness of each Company-initiated offering made pursuant to the registration statement relating to such OfferingCompany-initiated offering, to the extent timely notified in writing by the Company or the managing underwriters; PROVIDED, HOWEVER, that such 60-day period shall be extended by the number of days from and including the date of the giving of any notice pursuant to Section 3(f) or (g) hereof to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 3(g) hereof.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (Gables Residential Trust)
Suspension of Registration Requirement. (a) The Company shall promptly notify Immediately prior to any anticipated sale of the Holder of, and confirm in writingShares by a Shareholder subject to the Registration Statement, the issuance by Shareholder shall notify Valley in writing of the SEC anticipated sale of the Shares. Each Shareholder agrees that he will not effect any stop order suspending the effectiveness sales of Shares pursuant to the Registration Statement after the Shareholder has received notice from Valley to suspend sales as a result of the occurrence or the initiation existence of any proceedings for Suspension Event (as defined in section 6(b) below) until Valley provides written notice to the Shareholder that purposeall Suspension Events have ceased to exist. The Company shall use reasonable efforts Each Shareholder agrees that he will not effect any sales of Shares pursuant to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at after the earliest possible moment.
Shareholder has received notice from Valley to suspend sales because the Registration Statement, any Prospectus or any supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, until Valley notifies the Shareholder that the misstatement or omission has been corrected. Valley agrees that the period of time during which the Registration Statement must be kept effective pursuant to clause (i) of Section 2(a) shall be extended by a period which is not less than the aggregate number of days during which any suspension under this Section 6(a) or any Suspension Event is in effect. (b) Notwithstanding anything to the contrary set forth in this Agreement, Valley’s obligation to file the Company's obligation under this Agreement Registration Statement and make any filings with any state securities authority, to use reasonable its best efforts to cause the Registration Statement and any filings with or any state securities commission to be made or filings to become effective or to remain effective, or to amend or supplement the Registration Statement or any state securities filings shall be suspended in the event of and during a Suspension Event. A “Suspension Event” shall exist at such period pending negotiations relating totimes as circumstances exist that Valley determines in good faith, on advice of counsel, that the filing, amending or consummation of, a transaction or the occurrence supplementing of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, filings or the causing of the Registration Statement or such filings to become effective or to remain effective or for the sale of Shares to occur under the Registration Statement shall require disclosure under applicable securities laws of material information in the Registration Statement (or any other document incorporated into the Registration Statement by reference) or such state securities filings as to which the Company Valley has a bona fide business purpose for preserving confidentiality (such circumstances being hereinafter referred or which renders Valley unable to as a "comply with SEC requirements. Valley shall notify the Shareholders promptly after any Suspension Event"Event occurs or ceases to exist. Suspension of Valley’s obligations pursuant to this Section 6(b) that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event a Suspension Event or its effect is continuing but in no event will that suspension exceed sixty (60) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder of the existence of any Suspension Eventcontinuing.
(c) Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) hereof agrees, if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten Offering), during the 15-day period prior to, and during the 60-day period beginning on, the date of pricing of each such Offering, to the extent timely notified in writing by the Company or the managing underwriters.
Appears in 1 contract
Suspension of Registration Requirement. (a) The Company shall promptly notify the each Holder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the a Registration Statement with respect to such Holder's Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use reasonable its best efforts to obtain the withdrawal of any order suspending the effectiveness of the such a Registration Statement at the earliest possible moment.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the a Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the a Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including, without limitation, (i) an underwritten primary offering by the Company if the Company is advised by the underwriters that the sale of Registrable Shares under the Registration Statement would impair the pricing or commercial practicality of the primary offering or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed sixty (60) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month periodcontinuing. The Company shall notify the each Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 8(b), nature of any Suspension Event.
(c) Each holder Holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) hereof 3 agrees, if requested by the Company in the case of a nonunderwritten Company-initiated non-underwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an a Company-initiated underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering")offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such OfferingCompany, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten OfferingCompany-initiated registration), during the 15-day period prior to, and during the 60-day period beginning on, the date of pricing commencement of each Company-initiated offering made pursuant to such OfferingRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that such 60-day period shall be extended by the number of days from and including the date of the giving of any notice pursuant to Section 3(d) or 3(f)(ii) hereof to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 3(f)(ii) hereof.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (Summit Properties Inc)
Suspension of Registration Requirement. (a) The Company shall promptly notify Immediately prior to any anticipated sale of the Holder of, and confirm in writingShares by a Shareholder subject to the Registration Statement, the issuance by Shareholder shall notify Valley in writing of the SEC anticipated sale of the Shares. Each Shareholder agrees that he will not effect any stop order suspending the effectiveness sales of Shares pursuant to the Registration Statement after the Shareholder has received notice from Valley to suspend sales as a result of the occurrence or the initiation existence of any proceedings for Suspension Event (as defined in section 6(b) below) until Valley provides written notice to the Shareholder that purposeall Suspension Events have ceased to exist. The Company shall use reasonable efforts Each Shareholder agrees that he will not effect any sales of Shares pursuant to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at after the earliest possible momentShareholder has received notice from Valley to suspend sales because the Registration Statement, any Prospectus or any supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, until Valley notifies the Shareholder that the misstatement or omission has been corrected. Valley agrees that the period of time during which the Registration Statement must be kept effective pursuant to clause (i) of Section 2(a) shall be extended by a period which is not less than the aggregate number of days during which any suspension under this Section 6(a) or any Suspension Event is in effect.
(b) Notwithstanding anything to the contrary set forth in this Agreement, Valley’s obligation to file the Company's obligation under this Agreement Registration Statement and make any filings with any state securities authority, to use reasonable its best efforts to cause the Registration Statement and any filings with or any state securities commission to be made or filings to become effective or to remain effective, or to amend or supplement the Registration Statement or any state securities filings shall be suspended in the event of and during a Suspension Event. A “Suspension Event” shall exist at such period pending negotiations relating totimes as circumstances exist that Valley determines in good faith, on advice of counsel, that the filing, amending or consummation of, a transaction or the occurrence supplementing of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, filings or the causing of the Registration Statement or such filings to become effective or to remain effective or for the sale of Shares to occur under the Registration Statement shall require disclosure under applicable securities laws of material information in the Registration Statement (or any other document incorporated into the Registration Statement by reference) or such state securities filings as to which the Company Valley has a bona fide business purpose for preserving confidentiality (such circumstances being hereinafter referred or which renders Valley unable to as a "comply with SEC requirements. Valley shall notify the Shareholders promptly after any Suspension Event"Event occurs or ceases to exist. Suspension of Valley’s obligations pursuant to this Section 6(b) that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event a Suspension Event or its effect is continuing but in no event will that suspension exceed sixty (60) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. The Company shall notify the Holder of the existence of any Suspension Eventcontinuing.
(c) Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 1(a), (b) or (c) hereof agrees, if requested by the Company in the case of a nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in an underwritten offering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Offering, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Underwritten Offering), during the 15-day period prior to, and during the 60-day period beginning on, the date of pricing of each such Offering, to the extent timely notified in writing by the Company or the managing underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (Valley National Bancorp)