Suspension of Registration Requirements. (a) The Company shall promptly notify the Holder in writing of the issuance by the Commission or any state instrumentality of any stop order suspending the effectiveness of a Registration Statement with respect to the Holder’s Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement as promptly as practicable after the issuance thereof. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company may postpone the filing or the effectiveness of a Registration Statement or suspend the use of a prospectus that is part of a shelf Registration Statement (and therefore suspend sales of the Registrable Shares off the shelf Registration Statement) as the Company may reasonably determine necessary and advisable (but in no event more than two times in any rolling 12-month period commencing on the date of this Agreement or more than 60 consecutive days (the “Suspension Period”)) in the event of pending negotiations relating to, or consummation of, a material transaction or the occurrence of a material event that, in the Company’s reasonable determination, (i) would require additional disclosure of material non-public 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, and the premature disclosure of which would adversely affect the Company, or (ii) render the Company unable to comply with Commission requirements (any such circumstances being hereinafter referred to as a “Suspension Event”). In case of a Suspension Event, the Company will give a notice to the Holder (a “Suspension Notice”) to suspend sales of the Registrable Shares and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. The Holder agrees not to effect any sales of its Registrable Shares pursuant to the Registration Statement (or related filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or related filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice will be given by the Company to the Holder promptly following the conclusion of any Suspension Event (and in any event during the permitted Suspension Period). The Holder agrees that it will treat as confidential the receipt of any Suspension Notice from the Company of the occurrence of an event as set forth above and shall not disclose or use the information contained in such notice without the prior written consent of the Company until the End of Suspension Notice.
Appears in 4 contracts
Samples: Registration Rights Agreement (Istar Inc.), Registration Rights Agreement (Istar Inc.), Registration Rights Agreement (Star Holdings)
Suspension of Registration Requirements. (a) The Company shall promptly notify the Holder in writing of the issuance by the Commission or any state instrumentality of any stop order suspending the effectiveness of a Registration Statement with respect to the Holder’s Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement as promptly as practicable after the issuance thereof.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company may postpone the filing Company’s obligation under this Agreement to file, amend or the effectiveness of supplement a Registration Statement Statement, or suspend the use of to cause a prospectus that is part of a shelf Registration Statement (and therefore suspend sales of the Registrable Shares off the shelf Registration Statement) , or any filings under any state securities laws, to become or remain effective shall be suspended, as the Company may reasonably determine necessary and advisable (but in no event more than two times twice in any rolling 12-month period commencing on the date of this Agreement or more than 60 consecutive days (days, except as a result of a refusal by the “Suspension Period”)Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used its reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) in the event of pending negotiations relating to, or consummation of, a material transaction or the occurrence of a material event that, in the good faith judgment of the board of directors of the Company’s reasonable determination, (i) would require additional disclosure of material non-public 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, and the premature disclosure of which would adversely affect the Company, or (ii) render the Company unable to comply with Commission requirements (any such circumstances being hereinafter referred to as a “Suspension Event”). In case of a Suspension Event, the The Company will give a notice to shall notify the Holder (a “Suspension Notice”) to suspend sales of the Registrable Shares and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. The Holder agrees not to effect any sales of its Registrable Shares pursuant to the Registration Statement (or related filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or related filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice will be given by the Company to the Holder promptly following the conclusion existence of any Suspension Event (by promptly delivering to the Holder a certificate signed by an executive officer of the Company stating that a Suspension Event has occurred and in any event during the permitted Suspension Period)is continuing. The Holder agrees that it will treat as confidential the receipt of any Suspension Notice notice from the Company of the occurrence of an event as set forth above and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the End information contained therein is or becomes available to the public generally, other than as a result of Suspension Noticedisclosure by the Holder in breach of the terms of this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Istar Inc.), Registration Rights Agreement (Safety, Income & Growth, Inc.), Registration Rights Agreement (Safety, Income & Growth, Inc.)
Suspension of Registration Requirements. (a) The Company shall promptly notify the Holder in writing of the issuance by the Commission or any state instrumentality of any stop order suspending the effectiveness of a Registration Statement with respect to the Holder’s Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement as promptly as practicable after the issuance thereof.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company may postpone the filing Company’s obligation under this Agreement to file, amend or the effectiveness of supplement a Registration Statement Statement, or suspend the use of to cause a prospectus that is part of a shelf Registration Statement (and therefore suspend sales of the Registrable Shares off the shelf Registration Statement) , or any filings under any state securities Laws, to become or remain effective shall be suspended, as the Company may reasonably determine necessary and advisable (but in no event more than two three times in any rolling 12-month period commencing on the date of this Agreement or more than 60 consecutive days days, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used its reasonable best efforts to cause the post-effective amendment to be declared effective by the SEC, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) (i) if such filing, amendment or supplement would render the Company unable to comply with any “Suspension Period”)lockup” or similar agreement between the managing underwriter or underwriters and the Company in an underwritten offering or (ii) in the event of pending negotiations relating to, or consummation of, a material transaction or the occurrence of a material event that, in the Company’s reasonable determination, that would (iA) would require additional disclosure of material non-public information by the Company in the Registration Statement or such filing, amendment or supplement, as to which the Company has a bona fide business purpose for preserving confidentiality, and the premature disclosure of which would adversely affect the Company, or (iiB) render the Company unable to comply with Commission SEC requirements (any such circumstances being hereinafter referred to as a “Suspension Event”). In case of a Suspension Event, the The Company will give a notice use its reasonable best efforts to notify the Holder (a “Suspension Notice”) to suspend sales Holders of the Registrable Shares and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. The Holder agrees not to effect any sales of its Registrable Shares pursuant to the Registration Statement (or related filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or related filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice will be given by the Company to the Holder promptly following the conclusion existence of any Suspension Event (by promptly delivering to the Holders a certificate signed by an executive officer of the Company stating that a Suspension Event has occurred and in is continuing; provided that any event during such certificate shall not include details of the permitted circumstances giving rise to the Suspension Period)Event. The Each Holder agrees that it will treat as strictly confidential the receipt of any Suspension Notice notice from the Company of the occurrence of an event as set forth above and shall not disclose or use the information contained in such notice without the prior written consent of the Company Company, unless otherwise required by law or subpoena, until such time as the End information contained therein is or becomes available to the public generally, other than as a result of Suspension Noticedisclosure by such Holder in breach of the terms of this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Lineage, Inc.), Registration Rights Agreement (Lineage, Inc.), Registration Rights Agreement (Lineage, Inc.)
Suspension of Registration Requirements. (a) The Company shall promptly notify the Holder Holders in writing of the issuance by the Commission or any state instrumentality of any stop order suspending the effectiveness of a Registration Statement with respect to the Holder’s Holders’ Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement as promptly as practicable after the issuance thereof.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company may postpone the filing Company’s obligation under this Agreement to file, amend or the effectiveness of supplement a Registration Statement Statement, or suspend the use of to cause a prospectus that is part of a shelf Registration Statement (and therefore suspend sales of the Registrable Shares off the shelf Registration Statement) , or any filings under any state securities laws, to become or remain effective shall be suspended, as the Company may reasonably determine necessary and advisable (but in no event more than two times twice in any rolling 12-month period commencing on the date of this Agreement or more than 60 consecutive days (days, except as a result of a refusal by the “Suspension Period”)Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used its reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) in the event of pending negotiations relating to, or consummation of, a material transaction or the occurrence of a material event that, in the good faith judgment of the board of directors of the Company’s reasonable determination, (i) would require additional disclosure of material non-public 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, and the premature disclosure of which would adversely affect the Company, or (ii) render the Company unable to comply with Commission requirements (any such circumstances being hereinafter referred to as a “Suspension Event”). In case of a Suspension Event, The Company shall notify the Company will give a notice to the Holder (a “Suspension Notice”) to suspend sales Holders of the Registrable Shares and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. The Holder agrees not to effect any sales of its Registrable Shares pursuant to the Registration Statement (or related filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or related filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice will be given by the Company to the Holder promptly following the conclusion existence of any Suspension Event (by promptly delivering to the Holders a certificate signed by an executive officer of the Company stating that a Suspension Event has occurred and in any event during the permitted Suspension Period)is continuing. The Each Holder agrees that it will treat as confidential the receipt of any Suspension Notice notice from the Company of the occurrence of an event as set forth above and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the End information contained therein is or becomes available to the public generally, other than as a result of Suspension Noticedisclosure by such Holder in breach of the terms of this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Istar Inc.), Registration Rights Agreement (Safety, Income & Growth, Inc.)
Suspension of Registration Requirements. (a) The Company shall promptly notify the Holder Holders in writing of the issuance by the Commission or any state instrumentality of any stop order suspending the effectiveness of a Registration Statement with respect to the Holder’s Holders’ Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement as promptly as practicable after the issuance thereof.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company may postpone the filing or the effectiveness of a Registration Statement or suspend the use of a prospectus that is part of a shelf Registration Statement (and therefore suspend sales of the Registrable Shares off the shelf Registration Statement) as the Company may reasonably determine necessary and advisable (but in no event more than two times in any rolling 12-month period commencing on the date of this Agreement or more than 60 consecutive days (the “Suspension Period”)) in the event of pending negotiations relating to, or consummation of, a material transaction or the occurrence of a material event that, in the Company’s reasonable determination, (i) would require additional disclosure of material non-public 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, and the premature disclosure of which would adversely affect the Company, or (ii) render the Company unable to comply with Commission requirements (any such circumstances being hereinafter referred to as a “Suspension Event”). In case of a Suspension Event, the Company will give a notice to the Holder Holders (a “Suspension Notice”) to suspend sales of the Registrable Shares and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. The Holder agrees Holders agree not to effect any sales of its their Registrable Shares pursuant to the Registration Statement (or related filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Holder Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or related filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice will be given by the Company to the Holder Holders promptly following the conclusion of any Suspension Event (and in any event during the permitted Suspension Period). The Holder agrees Holders agree that it they will treat as confidential the receipt of any Suspension Notice from the Company of the occurrence of an event as set forth above and shall not disclose or use the information contained in such notice without the prior written consent of the Company until the End of Suspension Notice.
Appears in 1 contract
Samples: Registration Rights and Stockholders Agreement (Global Net Lease, Inc.)
Suspension of Registration Requirements. (a) The Company shall promptly notify the Holder Holders in writing of the issuance by the Commission or any state instrumentality of any stop order suspending the effectiveness or qualification of a Registration Statement or Offering Statement, as the case may be, with respect to the Holder’s Holders’ Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness or qualification of such a Registration Statement or Offering Statement, as the case may be, as promptly as practicable after the issuance thereof.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company may postpone the filing Company’s obligation under this Agreement to file, amend or the effectiveness of supplement a Registration Statement or suspend the use of Offering Statement, or to cause a prospectus that is part of a shelf Registration Statement (and therefore suspend sales of or Offering Statement, or any filings under any state securities laws, to become or remain effective or qualified, as the Registrable Shares off the shelf Registration Statement) case may be, shall be suspended, as the Company may reasonably determine necessary and advisable (but in no event more than two times twice in any rolling 12-month period commencing on the date of this Agreement or more than 60 consecutive days (the “Suspension Period”)) in the event of pending negotiations relating todays, or consummation of, except as a material transaction or the occurrence result of a material event that, in the Company’s reasonable determination, (i) would require additional disclosure of material non-public information refusal by the Company in Commission to declare any post-effective or post-qualification amendment to the Registration Statement or such filingOffering Statement effective or qualified, as to which the case may be, after the Company has used commercially reasonable efforts to cause the post-effective or post-qualification amendment to be declared effective or qualified, as the case may be, by the Commission, in which case, the Company must terminate the black-out period immediately following the effective or qualification date of the post-effective or post-qualification amendment, as the case may be) if any of the following events shall occur: (i) a bona fide business purpose for preserving confidentialitymajority of the Company’s board of directors determines in good faith that (A) the offer or sale of any Registrable Shares would materially impede, and the premature disclosure delay or interfere with any proposed financing, offer or sale of which would adversely affect securities, acquisition, corporate reorganization or other material transaction involving the Company, or (iiB) render after the Company unable to comply with Commission requirements (any such circumstances being hereinafter referred to as a “Suspension Event”). In case advice of a Suspension Eventcounsel, the Company will give a notice to the Holder (a “Suspension Notice”) to suspend sales sale of the Registrable Shares and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. The Holder agrees not to effect any sales of its Registrable Shares pursuant to the Registration Statement (or related filings) at any time after it has received a Suspension Notice from the Company and prior Offering Statement would require disclosure of non-public material information not otherwise required to receipt of an End of Suspension Notice. The Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or related filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice will be given by the Company to the Holder promptly following the conclusion of any Suspension Event (and in any event during the permitted Suspension Period). The Holder agrees that it will treat as confidential the receipt of any Suspension Notice from the Company of the occurrence of an event as set forth above and shall not disclose or use the information contained in such notice without the prior written consent of the Company until the End of Suspension Notice.disclosed under applicable law and
Appears in 1 contract
Suspension of Registration Requirements. (a) The Company shall promptly notify the Holder in writing of the issuance by the Commission or any state instrumentality of any stop order suspending the effectiveness of a Registration Statement with respect to the Holder’s Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement as promptly as practicable after the issuance thereof.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company may postpone the filing Company’s obligation under this Agreement to file, amend or the effectiveness of supplement a Registration Statement Statement, or suspend the use of to cause a prospectus that is part of a shelf Registration Statement (and therefore suspend sales of the Registrable Shares off the shelf Registration Statement) , or any filings under any state securities laws, to become or remain effective shall be suspended, as the Company may reasonably determine necessary and advisable (but in no event for more than two times an aggregate of 120 days in any rolling 12-month period commencing on the date of this Agreement or more than 60 consecutive days (days, except as a result of a refusal by the “Suspension Period”)Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) in the event of pending negotiations relating to, or consummation of, a material transaction or the occurrence of a material an event that, in the Company’s reasonable determination, that (i) would require additional disclosure of material non-public 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, and the premature disclosure of which would adversely affect the Company, or (ii) render the Company unable to comply with Commission requirements requirements, or (iii) would otherwise make it impractical or unadvisable to cause the Registration Statement or such filings to be filed, amended or supplemented or to become effective (any such circumstances being hereinafter referred to as a “Suspension Event”). In case of a Suspension Event, the The Company will give a notice to shall notify the Holder (a “Suspension Notice”) to suspend sales of the Registrable Shares and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. The Holder agrees not to effect any sales of its Registrable Shares pursuant to the Registration Statement (or related filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or related filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice will be given by the Company to the Holder promptly following the conclusion existence of any Suspension Event (by promptly delivering to the Holder a certificate signed by an executive officer of the Company stating that a Suspension Event has occurred and in any event during the permitted Suspension Period)is continuing. The Holder agrees that it will treat as confidential the receipt of any Suspension Notice notice from the Company of the occurrence of an event as set forth above and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the End information contained therein is or becomes available to the public generally, other than as a result of Suspension Noticedisclosure by the Holder in breach of the terms of this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Empire State Realty Trust, Inc.)