Suspension of Registration. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice, suspend the use of any registration statement, including any prospectus that forms a part of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that the Company has a bona fide business purpose for preserving as confidential; (ii) the Company determines in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.
Appears in 4 contracts
Samples: Subscription Agreement (Legend Biotech Corp), Subscription Agreement (Legend Biotech Corp), Subscription Agreement (Legend Biotech Corp)
Suspension of Registration. Notwithstanding anything to the contrary contained hereinherein (other than as set forth in Section 2.1 hereof), for a period or periods not to exceed sixty (60) consecutive calendar days and not to exceed one hundred twenty (120) calendar days in any twelve-month period (each such period, a "Deferral Period"), the Company may, upon written notice, suspend the use of will not be required to file any registration statementstatement pursuant to this Agreement, including file any amendment thereto, furnish any supplement to a prospectus that forms a part of included in a registration statementstatement pursuant to Section 2.4.1(e)(iii) hereof, make any other filing with the SEC, cause any registration statement or other filing with the SEC to become effective, or take any similar action, and any and all sales of Registrable Securities by the Holders pursuant to an effective registration statement shall be suspended: if the Company (i) determines in good faith that it would be required to make disclosure an event has occurred and is continuing as a result of material information in the registration statement that the Company has a bona fide business purpose for preserving as confidential; (ii) the Company determines in good faith that it must amend or supplement the registration statement or the related prospectus so that which any such registration statement or prospectus shall not include would, in the Company's reasonable judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, therein not misleading; misleading or (iiiii) if the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving notifies the Company, the disclosure of which at Holders that such timeactions would, in the good faith judgment of outside counsel to the Company, would adversely affect require the Company; provided, however, in no event shall sales disclosure of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that material non-public information which the Company may has a bona fide business purpose for preserving as confidential and which the Company would not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delayotherwise be required to disclose. Upon disclosure of such information or the termination of the condition described in clauses (i) or (ii) of above, the Company shall provide prompt give written notice to the Purchaser Holders and shall promptly file any registration statement or amendment thereto required to be filed by it pursuant to this Agreement, furnish any prospectus supplement or amendment required to be furnished pursuant to Section 2.4.1(e)(iii) hereof, make any other filing with the SEC required of it or terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated herebyby this Agreement. The Purchaser agrees thatCompany shall promptly provide a Suspension Notice, upon receipt specifying any suspension of registration rights pursuant to this Section 2.6 to (i) prior to the first anniversary of the Effective Time, all Holders and (ii) during the term of the Agreement, all Holders that are Affiliates of the Company, unless in either case such Holders advise the Company in writing that they do not wish to receive Suspension Notices except pursuant to Section 2.1.4 hereof. For the purposes of Sections 2.1.1, 2.3.1 and 4.1 hereof, the occurrence of any notice from the Company of an Allowed Delay, the Purchaser will Deferral Period pursuant to this Section 2.6 shall cause the immediate discontinuation third anniversary of the disposition Effective Time to be deemed extended by a number of Registrable Securities pursuant days equivalent to the duration of any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madeDeferral Period.
Appears in 3 contracts
Samples: Registration Rights Agreement (C/R Marine Domestic Partnership Lp a Delaware Lp), Registration Rights Agreement (Seabulk International Inc), Registration Rights Agreement (Seacor Holdings Inc /New/)
Suspension of Registration. Notwithstanding anything (a) The Company will notify each Holder who holds Registrable Securities being sold pursuant to a Registration Statement of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which any prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) . The Company will make such notification as promptly as practicable after the Company has experienced or is experiencing some other material non-public becomes aware of the event, including will promptly (but in no event more than fifteen (15) business days thereafter) prepare a pending transaction involving supplement or amendment to the CompanyRegistration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Holder as such Holder may reasonably request.
(b) Notwithstanding any provision to the disclosure of which at such timecontrary contained in this Agreement, if in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall sales Company resales of Registrable Securities be suspended made pursuant to the registration statement Registration Statement might require disclosure of material information that (i) might interfere with or affect any financing, acquisition, or other significant transaction being contemplated by the Company, whether or not a final determination has been made to undertake such transaction, or (ii) the Company has a bona fide business purpose for preserving as confidential, and, with respect to each of the foregoing that the Company is not otherwise required by applicable securities laws or regulations to disclose, the Company will have the right to delay the effectiveness of the Registration Statement or suspend the use of the Registration Statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may of not utilize this right more than twice 30 consecutive days and for no more than 90 days in the aggregate during any twelve (12) month period; provided however such 30 day period and may not register any upon notice to the Holders be extended for up to an additional 30 days if such additional time is reasonably necessary to complete financial statements or reports or other Securities during any Allowed Delay. Upon disclosure of such information or materials reasonably necessary to be disclosed in the termination of Registration Statement.
(c) Subject to the condition described aboveCompany's rights under this Section 1.14, the Company shall provide prompt notice will use its commercially reasonable efforts to prevent the Purchaser and shall promptly terminate issuance of any stop order or other suspension of sales it has put into effect effectiveness of a Registration Statement and, if such an order is issued, will use its commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible time and shall take such other reasonable actions to permit registered sales of notify each Holder that holds Registrable Securities as contemplated herebybeing sold of the issuance of such order and the resolution thereof. The Purchaser agrees thatIf the use of the Registration Statement is suspended by the Company, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation promptly give notice of the disposition of Registrable Securities pursuant suspension to any registration statement covering such Registrable Securities, until the Purchaser is advised all Holders whose securities are covered by the Company that Registration Statement, and will promptly notify each such dispositions Holder as soon as the use of the Registration Statement may again be maderesumed.
Appears in 2 contracts
Samples: Registration Rights Agreement (Raining Data Corp), Registration Rights Agreement (Raining Data Corp)
Suspension of Registration. Notwithstanding anything to (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) Investor of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or . The Company will make such notification as promptly as practicable (iiibut in no event more than two business days) after the Company has experienced or is experiencing some other material non-public becomes aware of the event, including will promptly (but in no event more than ten business days) prepare and file a pending transaction involving supplement or amendment to the CompanyRegistration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Investor as Investor may reasonably request.
(b) Notwithstanding the disclosure of which at such timeobligations under Section 3.6(a), if in the good faith judgment of the Company, following consultation with legal counsel, it would adversely affect be detrimental to the Company; provided, however, in no event shall sales Company and its stockholders for resales of Registrable Securities to be suspended made pursuant to the registration statement Registration Statement due to the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Registration Statement, but which disclosure would be premature or otherwise inadvisable at such time or would reasonably be expected to have a material adverse effect upon the Company and its stockholders, the Company will have the right to suspend the use of the Registration Statement for a period that exceeds of not more than thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5days, an “Allowed Delay”); provided, furtherhowever, that the Company may not utilize this right so defer or suspend the use of the Registration Statement no more than twice one time in any twelve twelve-month period.
(12c) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or Subject to the termination of the condition described aboveCompany’s rights under this Section 3, the Company shall provide prompt notice will use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and to notify Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof.
(d) Notwithstanding anything to the Purchaser contrary contained herein or in the Purchase Agreement, if the use of the Registration Statement is suspended by the Company, the Company will promptly (but in no event more than two business days) give notice of the suspension to Investor, and shall will promptly terminate (but in no event more than two business days) notify Investor as soon as the use of the Registration Statement may be resumed. Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, the Company will cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of Investor in accordance with the terms of the Purchase Agreement in connection with any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales sale of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon with respect to which Investor has entered into a contract for sale prior to receipt of any notice from the Company of an Allowed Delaysuch suspension and for which Investor has not yet settled, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised unless otherwise prohibited by the Company that such dispositions may again be madelaw.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sonus Pharmaceuticals Inc), Registration Rights Agreement (Schering Berlin Venture Corp)
Suspension of Registration. Notwithstanding anything (a) The Company will notify (by telephone or electronic mail and also by facsimile or reputable overnight courier) each Investor who holds Registrable Securities being sold pursuant to a Registration Statement of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) . The Company will make such notification as promptly as practicable after the Company has experienced or is experiencing some other material non-public becomes aware of the event (but in no event, including without the prior written consent of the Investor, will the Company disclose to any Investor any of the facts or circumstances regarding the event), will promptly (but in no event more than 15 business days) prepare a pending transaction involving supplement or amendment to the CompanyRegistration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request.
(b) Notwithstanding anything to the disclosure of which at such timecontrary contained in this Agreement, if in the good faith judgment of the Company resales of Registrable Securities made pursuant to the Registration Statement might require disclosure of material information that (i) might interfere with or affect any financing, acquisition, or other significant transaction being contemplated by the Company, would adversely affect whether or not a final determination has been made to undertake such transaction, or (ii) the CompanyCompany has a bona fide business purpose for preserving as confidential, and, with respect to each of (i) and (ii) that the Company is not otherwise required by applicable securities laws or regulations to disclose, the Company will have the right to delay the effectiveness of the Registration Statement or suspend the use of the Registration Statement for a period of not more than 30 consecutive days and for no more than 120 days in the aggregate during any twelve month period; provided, however, in no event shall sales of Registrable Securities be suspended pursuant such 30 day period may upon notice to the registration statement Investors be extended for a period that exceeds thirty up to an additional 30 days if such additional time is reasonably necessary to complete financial statements or reports or other disclosure materials reasonably necessary to be disclosed in the Registration Statement.
(30c) consecutive trading days (any such suspension contemplated by Subject to the Company's rights under this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described aboveSection 3, the Company shall provide prompt notice will use its commercially reasonable efforts to prevent the Purchaser and shall promptly terminate issuance of any stop order or other suspension of sales it has put into effect effectiveness of a Registration Statement and, if such an order is issued, will use its commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible time and shall take such other reasonable actions to permit registered sales of notify each Investor that holds Registrable Securities as contemplated hereby. The Purchaser agrees thatbeing sold of the issuance of such order and the resolution thereof.
(d) If the use of the Registration Statement is suspended by the Company, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation promptly give notice of the disposition of Registrable Securities pursuant suspension to any registration statement covering such Registrable Securities, until the Purchaser is advised all Investors whose securities are covered by the Company that Registration Statement, and will promptly notify each such dispositions Investor as soon as the use of the Registration Statement may again be maderesumed.
Appears in 2 contracts
Samples: Registration Rights Agreement (Greater Bay Bancorp), Registration Rights Agreement (Greater Bay Bancorp)
Suspension of Registration. Notwithstanding anything to the contrary contained herein, following the effectiveness of a Registration Statement registering Registrable Securities, the Company may, may suspend at any time the availability of such Registration Statement and any related prospectus upon written notice, suspend the use of any registration statement, including any prospectus that forms a part of a registration statement, if the Company (i) determines in good faith that it would be required the issuance by the SEC of a stop order with respect to make disclosure such Registration Statement or the initiation of material information in proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the registration statement that the Company has a bona fide business purpose for preserving as confidential; Act, (ii) the Company determines in good faith that it must amend or supplement the registration statement occurrence of any event or the related prospectus so that such registration statement or prospectus existence of any fact as a result of which (A) any Registration Statement shall not include an contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) any prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; , or (iii) the Company has experienced occurrence or is experiencing some existence of any pending corporate development, including without limitation any such development that might (A) interfere with or affect the negotiation or completion of any material transaction or other material non-public eventevent that is being contemplated by the Company (whether or not a final decision has been made to undertake such material transaction at the time the right to delay is exercised), including a pending transaction involving or (B) involve initial or continuing disclosure obligations that might not be in the best interest of the Company’s shareholders, the disclosure of which at such timethat, in the good faith judgment reasonable discretion of the Company, would adversely affect makes it appropriate to suspend the Company; provided, however, in no event shall sales availability of Registrable Securities be suspended pursuant to any Registration Statement and the registration statement for a period that exceeds thirty (30) consecutive trading days related prospectus (any such suspension contemplated by this paragraph 5of the availability of a Registration Statement and related prospectus upon any event described in any of subsections (i), an (ii) and (iii) above is hereinafter referred to as a “Allowed DelaySuspension Period”); provided, further, provided that the Company may duration of a Suspension Period under subsections (ii) and (iii) shall not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delayextend beyond 90 days. Upon disclosure of such information or Notwithstanding the termination of the condition described aboveforegoing, the Company shall provide prompt notice be entitled to effect no more than two such suspensions under subsections (ii) and (iii) above during the Purchaser one (1) year period following the effective date of the Registration Statement. The Company shall endeavor to end any Suspension Period as promptly as practicable under the circumstances. If the availability of the Registration Statement and any related prospectus is suspended by the Company pursuant hereto, the Company shall promptly notify all Holders whose securities are covered by such Registration Statement of such suspension, and shall promptly terminate any suspension of sales it has put into effect and shall take notify each such other reasonable actions to permit registered sales of Registrable Securities Holder as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from soon as the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation availability of the disposition of Registrable Securities pursuant to Registration Statement and any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be maderelated prospectus has been resumed.
Appears in 2 contracts
Samples: Registration Rights Agreement (Alanco Technologies Inc), Registration Rights Agreement (Alanco Technologies Inc)
Suspension of Registration. Notwithstanding anything If the continued use of such Shelf Registration Statement at any time would require the Company to the contrary contained hereinmake an Adverse Disclosure, the Company may, upon giving prompt written noticenotice of such action to the Holders (provided that the Company shall not disclose any material non-public information that is the basis for such notice to any Holder without the express consent of such Holder), suspend the use of any registration statementthe Shelf Registration Statement (a “Shelf Suspension”); provided, including any prospectus however, that forms a part of a registration statement, if the Company shall not be permitted to exercise a Shelf Suspension (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that the Company has a bona fide business purpose for preserving as confidential; more than one time during any 12-month period, or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company determines shall immediately notify the Holders in good faith that it must writing upon the termination of any Shelf Suspension, and upon such termination, promptly amend or supplement the registration statement or the related prospectus applicable Prospectus, if necessary, so that such registration statement or prospectus shall it does not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) misleading and furnish to the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure Holders such numbers of which at such time, in the good faith judgment copies of the CompanyProspectus as so amended or supplemented as the Holders may reasonably request. Notwithstanding the provisions of this Section 3.2.4, would adversely affect the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delaypostpone the filing or effectiveness of, or suspend use of, a Shelf Registration Statement past the date upon which the applicable Adverse Disclosure is disclosed to the public or otherwise ceases to be Adverse Disclosure. Upon disclosure of such information or the termination of the condition described aboveDuring a Shelf Suspension, the Company shall provide prompt notice to be prohibited from filing a registration statement for its own account or for the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt account of any notice from the Company other Holder or holder of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madeits securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (MediaAlpha, Inc.), Registration Rights Agreement (MediaAlpha, Inc.)
Suspension of Registration. Notwithstanding anything If the filing, initial effectiveness or continued use of a Registration Statement in respect of a Demand Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the contrary contained hereinCompany for reasons beyond the Company’s control, the Company may, upon giving prompt written noticenotice of such action to the holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for a the use shortest period of any registration statement, including any prospectus that forms a part of a registration statement, if the Company (i) determines time determined in good faith that it would be required to make disclosure of material information in the registration statement that by the Company has a bona fide business purpose for preserving as confidential; (ii) the Company determines in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at for such time, in the good faith judgment of the Company, would adversely affect the Companypurpose; provided, however, that the Company shall not be permitted to do so for a period exceeding 90 days on any one occasion. In the event the Company exercises its rights under the preceding sentence, the holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to the Demand Registration in no connection with any sale or offer to sell Registrable Securities and agree not to disclose to any other Person the fact that the Company has exercised such rights or any related facts. The Company shall immediately notify the holders of the expiration of any period during which it exercised its rights under this Section 2.2(e) and that the use of the Prospectus may, subject to receipt of any supplemented or amended Prospectus contemplated by Section 2.5(a)(iv) if necessitated by the circumstances giving rise to the delay or suspension described above, be resumed. In the event that the Company shall sales exercise its rights under this Section 2.2(e) to suspend the use of such Registration Statement after it has been declared effective, the period during which the Registration Statement is required pursuant to Section 2.2(d) to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such suspension notice to and including the date when each seller of Registrable Securities be suspended pursuant to covered by such Registration Statement either receives the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension copies of the supplemented or amended Prospectus contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any twelve (12Section 2.5(a)(iv) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised in writing by the Company that such dispositions the use of the Prospectus may again be maderesumed.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pennantpark Investment Corp), Registration Rights Agreement (Pennantpark Investment Corp)
Suspension of Registration. Notwithstanding anything (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) each Investor who holds Registrable Securities being sold pursuant to a Registration Statement of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or . The Company will make such notification as promptly as practicable (iiibut in no event more than two business days) after the Company has experienced or is experiencing some other material non-public becomes aware of the event, including will promptly (but in no event more than ten business days) prepare and file a pending transaction involving supplement or amendment to the CompanyRegistration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request.
(b) Notwithstanding the disclosure of which at such timeobligations under Section 3.6(a), if in the good faith judgment of the Company, following consultation with legal counsel, it would adversely affect be detrimental to the Company; Company and its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Registration Statement, but which disclosure would be premature or otherwise inadvisable at such time or would reasonably be expected to have a material adverse effect upon the Company and its stockholders, the Company will have the right to suspend the use of the Registration Statement for a period of not more than forty-five days, provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right so defer or suspend the use of the Registration Statement no more than twice one time in any twelve twelve-month period.
(12c) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or Subject to the termination of the condition described aboveCompany’s rights under this Section 3, the Company shall provide prompt notice will use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and to notify each Investor that holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof.
(d) Notwithstanding anything to the Purchaser contrary contained herein or in the Purchase Agreement, if the use of the Registration Statement is suspended by the Company, the Company will promptly (but in no event more than two business days) give notice of the suspension to all Investors whose securities are covered by the Registration Statement, and shall will promptly terminate (but in no event more than two business days) notify each such Investor as soon as the use of the Registration Statement may be resumed. Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, the Company will cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Purchase Agreement in connection with any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales sale of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon with respect to which such Investor has entered into a contract for sale prior to receipt of any notice from the Company of an Allowed Delaysuch suspension and for which such Investor has not yet settled, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised unless otherwise prohibited by the Company that such dispositions may again be madelaw.
Appears in 2 contracts
Samples: Registration Rights Agreement (Dyntek Inc), Registration Rights Agreement (Dyntek Inc)
Suspension of Registration. Notwithstanding anything to If the contrary contained hereinfiling, the Company may, upon written notice, suspend the initial effectiveness or continued use of any registration statement, including any prospectus that forms a part of a registration statement, if statement in respect of a registration pursuant to this Article III at any time would require the Company (i) determines in good faith that it would be required to make a public disclosure of material information in the registration statement that the Company has a bona fide business purpose for preserving as confidential; (ii) the Company determines in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public eventinformation, including a pending transaction involving the Company, the which disclosure of which at such time, in the good faith judgment of the CompanyBoard of Directors of the Company (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would adversely affect not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company; provided’s ability to effect a material proposed acquisition, howeverdisposition, in no event shall sales financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the holders of Registrable Securities be suspended pursuant to participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”)statement; provided, further, that the Company may shall not utilize this right be permitted to do so (x) for a period exceeding 90 days on any one occasion, (y) more than twice once in any twelve (12) 12 month period and (z) for any period longer than is determined by the Board of Directors of the Company to satisfy conditions (i)-(iii) of this Section 3.4. In the event the Company exercises its rights under the preceding sentence, such holders of Registrable Securities agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such holders of Registrable Securities of the expiration of any period during which it exercised its rights under this Section 3.4. The Company agrees that, in the event it exercises its rights under this Section 3.4, it shall update the suspended registration statement as may not register any other be necessary to permit the holders of Registrable Securities during any Allowed Delay. Upon disclosure to resume use thereof in connection with the offer and sale of such information or their Registrable Securities in accordance with applicable law following the termination of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any applicable suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madeperiod.
Appears in 2 contracts
Samples: Registration Rights Agreement (Quintiles Transnational Holdings Inc.), Registration Rights Agreement (Quintiles Transnational Holdings Inc.)
Suspension of Registration. Notwithstanding anything (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) each Investor who holds Registrable Securities being sold pursuant to a Registration Statement of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) . The Company will make such notification as promptly as practicable after the Company becomes aware of the event (but in no event will the Company disclose to any Investor any of the facts or circumstances regarding the event), will promptly (but in no event more than ten business days) prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request. The Company will use its best efforts to keep the length of any such suspension to as short a period as is practicable given the then existing circumstances and may so defer or suspend the use of the Registration Statement no more than two times in any 18-month period, and provided, further, that, after deferring or suspending the use of the Registration Statement, the Company may not again defer or suspend the use of the Registration Statement until a period of thirty days has experienced elapsed after resumption of the use of the Registration Statement. Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, if the use of the Registration Statement is experiencing some other material non-public event, including a pending transaction involving suspended by the Company, the disclosure Company will promptly give notice of the suspension to all Investors whose securities are covered by the Registration Statement, and will promptly notify each such Investor as soon as the use of the Registration Statement may be resumed. Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, the Company will cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which at such timeInvestor has entered into a contract for sale prior to receipt of notice of such suspension and for which such Investor has not yet settled unless, in the good faith judgment opinion of Company's legal counsel, such delivery without legends would be in violation of applicable securities laws and/or otherwise subject the Company to liability.
(b) Subject to the Company, would adversely affect the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described above's rights under Section 3.1, the Company shall provide prompt notice will use its best efforts to prevent the Purchaser and shall promptly terminate issuance of any stop order or other suspension of sales it has put into effect effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and shall take such other reasonable actions to permit registered sales of will promptly notify each Investor that holds Registrable Securities as contemplated hereby. The Purchaser agrees thatbeing sold (or, upon receipt of any notice from in the Company event of an Allowed Delayunderwritten offering, the Purchaser will cause the immediate discontinuation managing underwriters) of the disposition issuance of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until order and the Purchaser is advised by the Company that such dispositions may again be maderesolution thereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Delphax Technologies Inc), Registration Rights Agreement (Delphax Technologies Inc)
Suspension of Registration. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice, suspend the use of any registration statement, including any prospectus that forms a part of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that the Company has a bona fide business purpose for preserving as confidential; (ii) the Company determines in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 53, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice once in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the immediately discontinue disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.
Appears in 1 contract
Samples: Subscription Agreement (I-Mab)
Suspension of Registration. Notwithstanding anything (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) each Investor who holds Registrable Common Shares being sold pursuant to a Registration Statement of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or . The Company will make such notification as promptly as practicable (iiibut in no event more than two business days) after the Company has experienced or is experiencing some other material non-public becomes aware of the event, including will promptly (but in no event more than ten business days) prepare and file a pending transaction involving supplement or amendment to the CompanyRegistration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request.
(b) Notwithstanding the disclosure of which at such timeobligations under Section 3.6(a), if in the good faith judgment of the Company, following consultation with legal counsel, it would adversely affect be detrimental to the Company and its stockholders for resales of Registrable Common Shares to be made pursuant to the Registration Statement due to the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Registration Statement, but which disclosure would be premature or otherwise inadvisable at such time or would reasonably be expected to have a material adverse effect upon the Company and its stockholders, the Company will have the right to suspend the use of the Registration Statement for a period of not more than forty-five days consecutively or in the aggregate in any twelve-month period. If the Company suspends the Registration Statement for a period exceeding that prescribed above, than the Company shall pay to each Investor as damages 1.5% of the purchase price paid by such Investor pursuant to the Purchase Agreement for Common Shares still held by such Investor, per month, pro-rated for any period less than 30 days, until such suspension has been cured. Such payment shall be the sole remedy to the Investors for the Company; provided's default of this Section 3.6(b).
(c) Subject to the Company's rights under this Section 3, howeverthe Company will use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and to notify each Investor that holds Registrable Common Shares being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof.
(d) Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, if the use of the Registration Statement is suspended by the Company, the Company will promptly (but in no event shall sales more than two business days) give notice of Registrable Securities the suspension to all Investors whose securities are covered by the Registration Statement, and will promptly (but in no event more than two business days) notify each such Investor as soon as the use of the Registration Statement may be suspended pursuant resumed. Notwithstanding anything to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that contrary contained herein or in the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described abovePurchase Agreement, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation Transfer Agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the disposition Purchase Agreement in connection with any sale of Registrable Securities pursuant Common Shares with respect to any registration statement covering which such Registrable SecuritiesInvestor has entered into a contract for sale prior to receipt of notice of such suspension and for which such Investor has not yet settled, until the Purchaser is advised unless otherwise prohibited by the Company that such dispositions may again be madelaw.
Appears in 1 contract
Samples: Registration Rights Agreement (Sonus Pharmaceuticals Inc)
Suspension of Registration. Notwithstanding anything (a) The Company will notify (by telephone and also by facsimile or electronic mail and reputable overnight courier) each Investor who holds Registrable Securities being sold pursuant to a Registration Statement of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) . The Company will make such notification as promptly as practicable after the Company has experienced or is experiencing some other material non-public becomes aware of the event (but in no event, including without the prior written consent of the Investor, will the Company disclose to any Investor any of the facts or circumstances regarding the event), will promptly (but in no event more than ten business days) prepare a pending transaction involving supplement or amendment to the Registration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request.
(b) Notwithstanding the obligations under Section 3.5(a), if in the good faith judgment of the Company, following consultation with legal counsel, it would be detrimental to the Company and its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement (i) due to the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Registration Statement, which disclosure of which would be premature or otherwise inadvisable at such timetime or would have a Material Adverse Effect upon the Company and its stockholders, or (ii) because, in the good faith judgment of the Company’s Board of Directors, it would adversely affect or require premature disclosure of the filing of a Company; -initiated registration of any class of its equity securities, the Company will have the right to suspend the use of the Registration Statement for a period of not more than ninety days, provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right so defer or suspend the use of the Registration Statement no more than twice one time in any twelve (12) twelve-month period period, and may not register any other Securities during any Allowed Delay. Upon disclosure of such information provided, further, that, after deferring or suspending the termination use of the condition described aboveRegistration Statement, the Company shall provide prompt notice may not again defer or suspend the use of the Registration Statement until a period of thirty days has elapsed after resumption of the use of the Registration Statement. The provisions of Section 2.3 will apply to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales the Registration Statement under this Section 3.5(b). If the use of Registrable Securities as contemplated hereby. The Purchaser agrees thatthe Registration Statement is suspended by the Company, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation promptly give notice of the disposition of Registrable Securities pursuant suspension to any registration statement covering such Registrable Securities, until the Purchaser is advised all Investors whose securities are covered by the Company that Registration Statement, and will promptly notify each such dispositions Investor as soon as the use of the Registration Statement may again be made.resumed
Appears in 1 contract
Suspension of Registration. Notwithstanding anything (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) the Investor who holds Registrable Securities being sold pursuant to a Registration Statement of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) . The Company will make such notification as promptly as practicable after the Company has experienced or is experiencing some other material non-public becomes aware of the event (but in no event, including without the prior written consent of the Investor, will the Company disclose to Investor any of the facts or circumstances regarding the event), will promptly (but in no event more than ten business days) prepare a pending transaction involving supplement or amendment to the CompanyRegistration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to Investor as Investor may reasonably request.
(b) Notwithstanding the disclosure of which at such timeobligations under Section 3.6(a), if in the good faith judgment of the Company, following consultation with legal counsel, it would be detrimental to the Company and its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (i) the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time or would have a Material Adverse Effect upon the Company and its stockholders, or (ii) in the good faith judgment of the Company's Board of Directors, it would adversely affect or require premature disclosure of the filing of a Company; -initiated registration of any class of its equity securities, the Company will have the right to suspend the use of the Registration Statement for a period of not more than ninety days, provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right so defer or suspend the use of the Registration Statement no more than twice one time in any twelve twelve-month period.
(12c) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or Subject to the termination of the condition described aboveCompany's rights under this Section 3, the Company shall provide prompt notice will use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and to notify the Investor that holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof.
(d) Notwithstanding anything to the Purchaser contrary contained herein or in the Purchase Agreement, if the use of the Registration Statement is suspended by the Company, the Company will promptly give notice of the suspension to Investor whose securities are covered by the Registration Statement, and shall will promptly terminate notify Investor as soon as the use of the Registration Statement may be resumed. Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, the Company will cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of Investor in accordance with the terms of the Purchase Agreement in connection with any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales sale of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon with respect to which Investor has entered into a contract for sale prior to receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madesuspension and for which Investor has not yet settled.
Appears in 1 contract
Suspension of Registration. Notwithstanding anything to the contrary contained herein, following the Company may, upon written notice, suspend the use of any registration statement, including any prospectus that forms a part effectiveness of a registration statementRegistration Statement registering Registrable Shares, if Conexant may suspend at any time the Company availability of such Registration Statement and any related Prospectus upon (i) determines in good faith that it would be required the issuance by the SEC of a stop order with respect to make disclosure such Registration Statement or the initiation of material information in proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the registration statement that the Company has a bona fide business purpose for preserving as confidential; Securities Act, (ii) the Company determines in good faith that it must amend or supplement the registration statement occurrence of any event or the related prospectus so that such registration statement or prospectus existence of any fact as a result of which (A) any Registration Statement shall not include an contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; , or (iii) the Company has experienced occurrence or is experiencing some existence of any pending corporate development, including without limitation any such development that might (A) interfere with or affect the negotiation or completion of any material transaction or other material non-public eventevent that is being contemplated by Conexant (whether or not a final decision has been made to undertake such material transaction at the time the right to delay is exercised), including a pending transaction involving or (B) involve initial or continuing disclosure obligations that might not be in the Companybest interest of Conexant's shareowners, the disclosure of which at such timethat, in the good faith judgment reasonable discretion of Conexant, makes it appropriate to suspend the Company, would adversely affect availability of any Registration Statement and the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty related Prospectus (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect the availability of a Registration Statement and related Prospectus upon any event described in any of subsections (i), (ii) and (iii) above is hereinafter referred to as a "Suspension Period"); provided that the duration of a Suspension Period under subsections (ii) and (iii) shall take such other reasonable actions not extend beyond 120 days. Notwithstanding the foregoing, Conexant shall be limited to permit registered sales no more than two Suspension Periods under subsections (ii) and (iii) above in any rolling 12-month period. Conexant shall endeavor to end any Suspension Period as promptly as practicable under the circumstances. Conexant shall notify each Seller in writing of Registrable Securities as contemplated herebythe existence of a Suspension Period. The Purchaser agrees that, upon Upon receipt of any notice from the Company Conexant of an Allowed Delaya Suspension Period, the Purchaser will cause the immediate discontinuation of the each Seller shall forthwith discontinue any disposition of Registrable Securities pursuant to any registration statement covering Shares until such Registrable Securities, until the Purchaser Seller (i) is advised in writing by Conexant that the Company that use of the applicable Prospectus may be resumed, (ii) has received copies of a supplemental or amended Prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such dispositions may again be madeProspectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Conexant Systems Inc)
Suspension of Registration. Notwithstanding anything to (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) the contrary contained herein, Holder of the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in a Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or . The Company will make such notification as promptly as practicable (iiibut in no event more than two business days) after the Company has experienced or is experiencing some other material non-public becomes aware of the event, including will promptly (but in no event more than ten business days) prepare and file a pending transaction involving supplement or amendment to such Registration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to the CompanyHolder as it may reasonably request.
(b) Notwithstanding the obligations under Section 6.08(a), the disclosure of which at such time, if in the good faith judgment of the Company, following consultation with legal counsel, it would adversely affect be detrimental to the CompanyCompany and its stockholders for resales of Registrable Securities to be made pursuant to a Registration Statement due to the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in such Registration Statement, but which disclosure would be premature or otherwise inadvisable at such time or would reasonably be expected to have a material adverse effect upon the Company and its stockholders, the Company will have the right to suspend the use of such Registration Statement for a period of not more than forty-five (45) days; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right so defer or suspend the use of a Registration Statement no more than twice one time in any twelve twelve-month period.
(12c) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or Subject to the termination of the condition described aboveCompany’s rights under this Article VI, the Company shall provide prompt notice will use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and to notify the Holder of the issuance of such order and the resolution thereof.
(d) Notwithstanding anything to the Purchaser and shall promptly terminate any suspension contrary contained in this Agreement, if the use of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees thata Registration Statement is suspended by the Company, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation promptly (but in no event more than two business days) give notice of the disposition suspension to the Holder, and will promptly (but in no event more than two business days) notify the Holder as soon as the use of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions Registration Statement may again be maderesumed.
Appears in 1 contract
Samples: Junior Secured Convertible Note Purchase Agreement (Dyntek Inc)
Suspension of Registration. Notwithstanding anything (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) each Investor who holds Registrable Securities being sold pursuant to a Registration Statement of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) . The Company will make such notification as promptly as practicable after the Company has experienced or is experiencing some other material non-public becomes aware of the event (but in no event, including without the prior written consent of the Investor, will the Company disclose to any Investor any of the facts or circumstances regarding the event), will promptly (but in no event more than ten business days) prepare a pending transaction involving supplement or amendment to the CompanyRegistration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request.
(b) Notwithstanding the disclosure of which at such timeobligations under Section 3.6(a), if in the good faith judgment of the Company, following consultation with legal counsel, it would be detrimental to the Company and its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (i) the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time or would have a Material Adverse Effect upon the Company and its stockholders, or (ii) in the good faith judgment of the Company's Board of Directors, it would adversely affect or require premature disclosure of the filing of a Company; -initiated registration of any class of its equity securities, the Company will have the right to suspend the use of the Registration Statement for a period of not more than ninety days, provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right so defer or suspend the use of the Registration Statement no more than twice one time in any twelve (12) twelve-month period period, and may not register any other Securities during any Allowed Delay. Upon disclosure of such information provided, further, that, after deferring or suspending the termination use of the condition described aboveRegistration Statement, the Company shall provide prompt notice may not again defer or suspend the use of the Registration Statement until a period of thirty days has elapsed after resumption of the use of the Registration Statement.
(c) Subject to the Purchaser and shall promptly terminate Company's rights under this Section 3, the Company will use its best efforts to prevent the issuance of any stop order or other suspension of sales it has put into effect effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and shall take to notify each Investor that holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such other reasonable actions order and the resolution thereof.
(d) Notwithstanding anything to permit registered sales the contrary contained herein or in the Purchase Agreement, if the use of the Registration Statement is suspended by the Company, the Company will promptly give notice of the suspension to all Investors whose securities are covered by the Registration Statement, and will promptly notify each such Investor as soon as the use of the Registration Statement may be resumed. Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, the Company will cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon with respect to which such Investor has entered into a contract for sale prior to receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that suspension and for which such dispositions may again be madeInvestor has not yet settled.
Appears in 1 contract
Samples: Registration Rights Agreement (Micro Therapeutics Inc)
Suspension of Registration. Notwithstanding anything to the contrary contained hereinin this Section 4.4, FIC may prohibit offers and sales of Registrable Shares pursuant to a Shelf Registration Statement at any time if (A)(i) it is in possession of material non-public information, (ii) the Company mayBoard of Directors of FIC believes in good faith that such prohibition is necessary in order to avoid a legal requirement to disclose such material non-public information and (iii) the Board of Directors of FIC believes in good faith that disclosure of such material non-public information would not be in the best interests of FIC and its shareholders, upon written notice, suspend (B)(i) FIC has made a public announcement relating to an acquisition or business combination transaction including FIC and/or one or more of its subsidiaries that is material to FIC and its subsidiaries taken as a whole and (ii) the use Board of any registration statement, including any prospectus that forms a part Directors of a registration statement, if the Company (i) determines FIC believes in good faith that it would be impracticable at the time to obtain any financial statements relating to such acquisition or business combination transaction that would be required to make disclosure of material information be set forth in the registration statement Shelf Registration Statement, or (C) such Shelf Registration Statement contains financial information that no longer meets the Company has requirements of any applicable rule of Regulation S-X (the period during which any such prohibition of offers and sales of Registrable Shares pursuant to a bona fide business purpose for preserving Shelf Registration Statement is in effect pursuant to clause (A) or (B) of this subsection (c) is referred to herein as confidential; a "Suspension Period"). A Suspension Period shall commence on and include the date on which the Holders of Registrable Shares covered by a Shelf Registration Statement receive written notice from FIC that offers and sales of Registrable Shares cannot be made thereunder in accordance with this subsection (iic) and shall, with respect to each Holder, end on the Company determines date on which that Holder either is advised in good faith writing by FIC that offers and sales of Registrable Shares pursuant to the Shelf Registration Statement and use of the prospectus contained therein may be resumed (a "Resumption Notice") or receives a copy of a prospectus supplement. FIC agrees that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of promptly deliver a material fact or omit Resumption Notice to state a material fact required to be stated therein or necessary to make the statements therein, in the case each Holder when none of the requisite conditions for the Suspension Period continue to exist or a prospectus in light of the circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities supplement as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madesoon as reasonably practicable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Financial Industries Corp)
Suspension of Registration. Notwithstanding anything to (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) Investor of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) . The Company will make such notification as promptly as practicable after the Company has experienced becomes aware of the event , will promptly (but in no event more than ten business days) prepare a supplement or is experiencing some other material non-public eventamendment to the Registration Statement to correct such untrue statement or omission, including and will deliver a pending transaction involving number of copies of such supplement or amendment to Investor as Investor may reasonably request.
(b) Notwithstanding the Companyobligations under Section 3.6(a), the disclosure of which at such time, if in the good faith judgment of the Company, following consultation with legal counsel, it would be detrimental to the Company and its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (i) the existence of a material development involving the Company which the Company would be obligated to disclose in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time or would have a Material Adverse Effect upon the Company and its stockholders, or (ii) in the good faith judgment of the Company’s Board of Directors, it would adversely affect or require premature disclosure of the filing of a Company; -initiated registration of any class of its equity securities, the Company will have the right to suspend the use of the Registration Statement for a period of not more than 60 days, provided, however, that the Company may so defer or suspend the use of the Registration Statement no more than one time in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5twelve-month period, an “Allowed Delay”); and provided, further, that after deferring or suspending the use of the Registration Statement, the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information again defer or suspend the termination use of the condition described aboveRegistration Statement until a period of thirty days has elapsed after resumption of the use of the Registration Statement.
(c) Subject to the Company’s rights under this Section 3, the Company shall provide prompt notice will use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and to notify Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof.
(d) Notwithstanding anything to the Purchaser and shall promptly terminate any suspension contrary contained herein or in the Investment Agreement, if the use of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees thatthe Registration Statement is suspended by the Company, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation promptly give notice of the disposition suspension to Investor and will promptly notify Investor as soon as the use of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions Registration Statement may again be maderesumed.
Appears in 1 contract
Suspension of Registration. Notwithstanding anything to (A) The Company will notify (by telephone and also by facsimile and reputable overnight courier) the contrary contained herein, Purchasers of the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or . The Company will make such notification as promptly as practicable (iiibut in no event more than two business days) after the Company has experienced or is experiencing some other material non-public becomes aware of the event, including will promptly (but in no event more than ten business days) prepare and file a pending transaction involving supplement or amendment to the CompanyRegistration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to the disclosure of which at such timePurchasers as they may reasonably request.
(B) Notwithstanding the obligations under Section 6.08(a), if in the good faith judgment of the Company, following consultation with legal counsel, it would adversely affect be detrimental to the CompanyCompany and its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Registration Statement, but which disclosure would be premature or otherwise inadvisable at such time or would reasonably be expected to have a material adverse effect upon the Company and its stockholders, the Company will have the right to suspend the use of the Registration Statement for a period of not more than forty-five (45) days; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right so defer or suspend the use of the Registration Statement no more than twice one time in any twelve twelve-month period.
(12C) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or Subject to the termination of the condition described aboveCompany's rights under this Article VI, the Company shall provide prompt notice will use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and to notify the Purchasers of the issuance of such order and the resolution thereof.
(D) Notwithstanding anything to the Purchaser and shall promptly terminate any suspension contrary contained in this Agreement, if the use of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees thatthe Registration Statement is suspended by the Company, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation promptly (but in no event more than two business days) give notice of the disposition suspension to the Purchasers, and will promptly (but in no event more than two business days) notify the Purchasers as soon as the use of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions Registration Statement may again be maderesumed.
Appears in 1 contract
Suspension of Registration. Notwithstanding anything to Following the contrary contained hereineffectiveness of a registration statement (and the making of any required filings with any state securities commissions), the Company may, upon written notice, may direct the Holders to suspend sales of its Registrable Securities (the use "Suspension Notice") and such Holders shall immediately cease any sales of any registration statement, including any prospectus that forms a part of a its Registrable Securities pursuant to the registration statement, if one or more of the Company following events (ieach, a "Suspension Event") determines in good faith occurs pending negotiations relating to, or consummation of, a transaction or the occurrence of an event:
(a) that it would be required to make require additional disclosure of material information in by the Company, the absence of which would make the registration statement that materially misleading,
(b) as to which the Company has a bona fide business purpose for preserving as confidentialconfidentiality, or
(c) which renders the Company unable to comply with Commission requirements; in each case under circumstances that would make it impracticable or inadvisable (i) to take any action with respect to the registration statement, the effectiveness or continued effectiveness thereof, or (ii) the Company determines in good faith that it must to promptly amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement on a post-effective basis, as applicable. Upon termination of a material fact or omit to state a material fact required to be stated therein or necessary to make Suspension Event, the statements therein, in the case Holders may commence effecting sales of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement, accompanied by any required supplemental or amended prospectus necessary to resume such sales, following a written notice to such effect from the Company (the "Termination Notice"). If the Company is not able to terminate a Section 8(b) or 8(c) Suspension Event, then, at the election of the holders of a majority of the Registrable Shares included in the suspended registration statement, the duration of the suspended registration statement shall be extended for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that of time equal to the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination duration of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madesuspension.
Appears in 1 contract
Samples: Registration Rights Agreement (Hall Kinion & Associates Inc)
Suspension of Registration. Notwithstanding anything (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) each Investor who holds Registrable Securities being sold pursuant to a Registration Statement of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) . The Company will make such notification as promptly as practicable after the Company has experienced or is experiencing some other material non-public becomes aware of the event (but in no event, including without the prior written consent of the Investor, will the Company disclose to any Investor any of the facts or circumstances regarding the event), will promptly (but in no event more than ten business days) prepare a pending transaction involving supplement or amendment to the CompanyRegistration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request.
(b) Notwithstanding the disclosure of which at such timeobligations under Section 3.6(a), if in the good faith judgment of the Company, following consultation with legal counsel, resales of Registrable Securities made pursuant to the Registration Statement (i) would be detrimental to the Company and its stockholders due to the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time or would have a Material Adverse Effect upon the Company and its stockholders, or (ii) would adversely affect or require premature disclosure of the filing of a Company; provided-initiated registration of any class of its equity securities, however, in no event shall sales the Company will have the right to suspend the use of Registrable Securities be suspended pursuant to the registration statement Registration Statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5of not more than sixty days, an “Allowed Delay”); providedPROVIDED, furtherHOWEVER, that the Company may not utilize this right so defer or suspend the use of the Registration Statement no more than twice one time in any twelve (12) twelve-month period period, and may not register any other Securities during any Allowed Delay. Upon disclosure of such information PROVIDED, FURTHER, that, after deferring or suspending the termination use of the condition described aboveRegistration Statement, the Company shall provide prompt notice may not again defer or suspend the use of the Registration Statement until a period of thirty days has elapsed after resumption of the use of the Registration Statement.
(c) Subject to the Purchaser and shall promptly terminate Company's rights under this Section 3, the Company will use its best efforts to prevent the issuance of any stop order or other suspension of sales it has put into effect effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and shall take to notify each Investor that holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such other reasonable actions order and the resolution thereof.
(d) Notwithstanding anything to permit registered sales the contrary contained herein or in the Purchase Agreement, if the use of the Registration Statement is suspended by the Company, the Company will promptly give notice of the suspension to all Investors whose securities are covered by the Registration Statement, and will promptly notify each such Investor as soon as the use of the Registration Statement may be resumed. Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, the Company will cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon with respect to which such Investor has entered into a contract for sale prior to receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that suspension and for which such dispositions may again be madeInvestor has not yet settled.
Appears in 1 contract
Samples: Registration Rights Agreement (Endocardial Solutions Inc)
Suspension of Registration. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice, suspend the use of any registration statement, including any prospectus that forms a part of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that the Company has a bona fide business purpose for preserving as confidential; (ii) the Company determines in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice once in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Purchaser Purchasers and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees Purchasers agree that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser Purchasers will cause the immediate discontinuation of the immediately discontinue disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is Purchasers are advised by the Company that such dispositions may again be made.
Appears in 1 contract
Samples: Subscription Agreement (Hillhouse Capital Advisors, Ltd.)
Suspension of Registration. Notwithstanding anything (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) each Investor who holds Registrable Securities being sold pursuant to a Registration Statement of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) . The Company will make such notification as promptly as practicable after the Company has experienced or is experiencing some other material non-public becomes aware of the event (but in no event, including without the prior written consent of the Investor, will the Company disclose to any Investor any of the facts or circumstances regarding the event), will promptly (but in no event more than ten business days) prepare a pending transaction involving supplement or amendment to the CompanyRegistration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request.
(b) Notwithstanding the disclosure of which at such timeobligations under Section 3.6(a), if in the good faith judgment of the Company, following consultation with legal counsel, resales of Registrable Securities made pursuant to the Registration Statement (i) would be detrimental to the Company and its stockholders due to the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time or would have a Material Adverse Effect upon the Company and its stockholders, or (ii) would adversely affect or require premature disclosure of the filing of a Company; provided-initiated registration of any class of its equity securities, however, in no event shall sales the Company will have the right to suspend the use of Registrable Securities be suspended pursuant to the registration statement Registration Statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5of not more than sixty days, an “Allowed Delay”); providedPROVIDED, furtherHOWEVER, that the Company may not utilize this right so defer or suspend the use of the Registration Statement no more than twice one time in any twelve (12) twelve-month period period, and may not register any other Securities during any Allowed Delay. Upon disclosure of such information PROVIDED, FURTHER, that, after deferring or suspending the termination use of the condition described aboveRegistration Statement, the Company shall provide prompt notice may not again defer or suspend the use of the Registration Statement until a period of thirty days has elapsed after resumption of the use of the Registration Statement.
(c) Subject to the Purchaser and shall promptly terminate Company's rights under this Section 3, the Company will use its best efforts to prevent the issuance of any stop order or other suspension of sales it has put into effect effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and shall take to notify each Investor that holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such other reasonable actions order and the resolution thereof.
(d) Notwithstanding anything to permit registered sales the contrary contained herein or in the Purchase Agreement, if the use of the Registration Statement is suspended by the Company, the Company will promptly give notice of the suspension to all Investors whose securities are covered by the Registration Statement, and will promptly notify each such Investor as soon as the use of the Registration Statement may be resumed. Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, the Company will cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon with respect to which such Investor has entered into a contract for sale prior to receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that suspension and for which such dispositions may again be made.Investor has not yet settled
Appears in 1 contract
Suspension of Registration. Notwithstanding anything Upon
(A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the contrary contained hereinShelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a "Material Event") as a result of which the Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the good faith determination of the Board of Directors of the Company may, upon written notice, suspend the use of that any registration statementof the Registrable Shares should be suspended because it would materially interfere with any material financing, including any prospectus that forms a part of a registration statementacquisition, if corporate reorganization or merger or other material transaction involving the Company (such condition, a "Blackout Condition"):
(i) determines in good faith the case of clause (B) above, subject to the next sentence, as promptly as reasonably practicable, but in no event later than ten (10) days after the Material Event, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that it would be required to make disclosure of material information in the registration statement that the Company has a bona fide business purpose for preserving as confidential; (ii) the Company determines in good faith that it must amend or supplement the registration statement or the related prospectus incorporated by reference into such Registration Statement and Prospectus so that such registration Registration Statement does not contain any untrue statement of a material fact or prospectus shall omit to state any material fact required to be stated therein or necessary to make the statements therein not include an misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) , as thereafter delivered to the Company has experienced or is experiencing some other material non-public eventpurchasers of the Registrable Shares being sold thereunder, including a pending transaction involving the Company, the disclosure of which at such timeand, in the good faith judgment case of a post-effective amendment to the Registration Statement, subject to the next sentence, use their reasonable best efforts to cause it to become effective as promptly as practicable; and
(ii) give prompt notice to each Selling Shareholder that the availability of the CompanyShelf Registration Statement is suspended (a "Deferral Notice") and, would adversely affect the Company; providedupon receipt of any Deferral Notice, however, in no event each Holder shall sales of not sell any Registrable Securities be suspended Shares pursuant to the registration statement Registration Statement until such Selling Shareholder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it (x) is advised in writing by the Company that the Prospectus may be used, and (y) has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus or, in connection with a Blackout Condition, the expiration of ninety (90) days from delivery of the relevant Deferral Notice (or sooner period that exceeds thirty (30) consecutive trading days (any such suspension contemplated as provided by this paragraph 5the next sentence). Notwithstanding anything contained herein to the contrary, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice only suspend the Shelf Registration Statement once in any twelve (12) month period period, for up to ninety (90) days (the "Maximum Blackout Period"), in connection with a Blackout Condition and the Company shall promptly give written notice of the fact that a Blackout Condition no longer exists. The Company will use reasonable best efforts to ensure that the use of the Prospectus may not register any other Securities during any Allowed Delay. Upon be resumed or, if necessary, to effect registration of the Registrable Shares covered by the withdrawn or postponed registration statement in accordance with this Agreement (x) in the case of clause (A) above, as promptly as practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Company, public disclosure of such information Material Event would not be prejudicial or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in the case of clause (C) above, as soon as the earlier such time as the Blackout Condition no longer exists, or the termination lapse of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madeMaximum Blackout Period.
Appears in 1 contract
Suspension of Registration. Notwithstanding anything in this Agreement to the contrary contained hereincontrary, after 60 consecutive Trading Days of continuous effectiveness of the initial Shelf Registration Statement filed and declared effective pursuant to this Agreement, the Company may, upon by written noticenotice to the Purchasers, suspend sales under a Registration Statement after the use Effective Date thereof and/or require that the Purchasers immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any registration statement, including any prospectus that forms a part of a registration statement, subsequent Registration Statement if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that the Company has is engaged in a bona fide business purpose for preserving as confidential; material merger, acquisition, financing or sale or other strategic transaction, or the negotiations therefor, or (ii) the Company determines is in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement possession of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinmaterial, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Companyinformation, the disclosure of which would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading and would not otherwise be required to be made at such time but for the filing of such Registration Statement and, in each case, the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, (A) it would be materially detrimental to the Company (other than as relating solely to the price of the Common Stock) to file a Registration Statement at such time and (B) it is in the best interests of the Company to defer proceeding or continuing with such registration at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure receipt of such information or the termination of the condition described abovenotice, the Company each Purchaser shall provide prompt notice to the Purchaser and shall promptly terminate immediately discontinue any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any such registration statement covering until such Registrable Securities, Purchaser has received copies of a supplemented or amended Prospectus or until the such Purchaser is advised in writing by the Company that the then-current Prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such dispositions Prospectus. In no event, however, shall this right be exercised to suspend sales beyond the period during which (in the good faith determination of the Company's Board of Directors) the failure to require such suspension would be materially detrimental to the Company. The Company's rights under this Section 2(e) may again be madeexercised no more than two (2) times in any twelve-month period, of which no more than 15 days may be consecutive. Immediately after the end of any suspension period under this Section 2(e), the Company shall take all necessary actions (including filing any required supplemental prospectus) to restore the effectiveness of the applicable Registration Statement and the ability of the Purchasers to publicly resell their Registrable Securities pursuant to such effective Registration Statement. The Company represents that, as of the date of this Agreement, it has no knowledge of any circumstance that would reasonably be expected to cause the Company to exercise its rights under this Section 2.1(d).
Appears in 1 contract
Samples: Registration Rights Agreement (Impax Laboratories Inc)
Suspension of Registration. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice, suspend the use of will not be required to file any registration statementstatement pursuant to Section 2.1(a), including furnish any supplement to a prospectus that forms a part pursuant to Section 2.2(viii), file any amendment thereto, cause any registration statement or other filing to become effective, or take any similar action, and any and all sales pursuant to an effective registration statement shall be suspended: (i) 30 days prior to the anticipated consummation of a registration statementpublic offering by the Company of its securities and 90 days subsequent to the consummation of such public offering where in the good faith judgment of the managing underwriter or underwriters thereof, such actions would have an adverse effect on such offering, (ii) if such actions are prohibited by applicable law, (iii) if the Company promptly certifies to any Initiating Holder that such actions could materially interfere with business activities or plans of the Company, or (iiv) determines if the Company promptly certifies to any Initiating Holder that such actions would, in the good faith that it would be required to make judgment of counsel of the Company, require the disclosure of material information in the registration statement that which the Company has a bona fide business purpose for preserving as confidential; (ii) confidential and which the Company determines in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall would not include an untrue statement of a material fact or omit to state a material fact otherwise be required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleadingdisclose; or (iii) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, provided that the Company may not utilize delay any such actions or cause any such suspension pursuant to clauses (iii) and (iv) of the first sentence of this right Section 2.6 for more than twice an aggregate of 90 days in any twelve (12) twelve-month period and may not register any other Securities during any Allowed Delayperiod. Upon disclosure of such information or the termination of the condition described abovein clauses (iii) or (iv)of the first sentence of this Section 2.6, the Company shall provide give prompt notice to the Purchaser all holders of Registrable Securities and shall promptly file any registration statement requested to be filed pursuant to Section 2.1(a), furnish any prospectus supplement required to be furnished pursuant to Section 2.2(viii), terminate any the suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madethis Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (General Motors Corp)
Suspension of Registration. Notwithstanding anything to (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) the contrary contained herein, Purchasers of the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or . The Company will make such notification as promptly as practicable (iiibut in no event more than two business days) after the Company has experienced or is experiencing some other material non-public becomes aware of the event, including will promptly (but in no event more than ten business days) prepare and file a pending transaction involving supplement or amendment to the CompanyRegistration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to the disclosure of which at such timePurchasers as they may reasonably request.
(b) Notwithstanding the obligations under Section 6.08(a), if in the good faith judgment of the Company, following consultation with legal counsel, it would adversely affect be detrimental to the CompanyCompany and its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Registration Statement, but which disclosure would be premature or otherwise inadvisable at such time or would reasonably be expected to have a material adverse effect upon the Company and its stockholders, the Company will have the right to suspend the use of the Registration Statement for a period of not more than forty-five (45) days; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right so defer or suspend the use of the Registration Statement no more than twice one time in any twelve twelve-month period.
(12c) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or Subject to the termination of the condition described aboveCompany’s rights under this Article VI, the Company shall provide prompt notice will use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and to notify the Purchasers of the issuance of such order and the resolution thereof.
(d) Notwithstanding anything to the Purchaser and shall promptly terminate any suspension contrary contained in this Agreement, if the use of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees thatthe Registration Statement is suspended by the Company, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation promptly (but in no event more than two business days) give notice of the disposition suspension to the Purchasers, and will promptly (but in no event more than two business days) notify the Purchasers as soon as the use of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions Registration Statement may again be maderesumed.
Appears in 1 contract
Samples: Note Purchase Agreement (Dyntek Inc)
Suspension of Registration. Notwithstanding anything to If the contrary contained hereinfiling, the Company may, upon written notice, suspend the initial effectiveness or continued use of any registration statement, including any prospectus that forms a part of a registration statement, if including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1 at any time would require the Company (i) determines in good faith that it would be required to make a public disclosure of material information in the registration statement that the Company has a bona fide business purpose for preserving as confidential; (ii) the Company determines in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public eventinformation, including a pending transaction involving the Company, the which disclosure of which at such time, in the good faith judgment of the CompanyBoard (including the consent of the directors elected by a majority of the Principal Investor Classes, if any) (after consultation with external legal counsel) (i) would adversely affect be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may shall not utilize this right be permitted to do so (i) more than twice two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any twelve (12) 12 month period and may not register any other Securities during any Allowed Delayperiod. Upon disclosure of In the event the Company exercises its rights under the preceding sentence, such information or the termination Holders agree to suspend, promptly upon their receipt of the condition described notice referred to above, the their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall provide prompt notice to promptly notify such Holders of the Purchaser and shall promptly terminate expiration of any suspension of sales period during which it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated herebyexercised its rights under this Section 2.1.5. The Purchaser Company agrees that, upon in the event it exercises its rights under this Section 2.1.5, it shall, within 30 days following such Holders’ receipt of any the notice from of suspension, update the Company suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of their Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madein accordance with applicable law.
Appears in 1 contract
Samples: Registration Rights Agreement (LCE AcquisitionSub, Inc.)
Suspension of Registration. Notwithstanding anything (a) The Company will notify (by telephone and also by facsimile or electronic mail and reputable overnight courier) each Investor who holds Registrable Securities being sold pursuant to a Registration Statement of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) . The Company will make such notification as promptly as practicable after the Company has experienced or is experiencing some other material non-public becomes aware of the event (but in no event, including without the prior written consent of the applicable Xxxxx Investor, will the Company disclose to such Xxxxx Investor any of the facts or circumstances regarding the event), will promptly (but in no event more than ten business days) prepare a pending transaction involving supplement or amendment to the Registration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request.
(b) Notwithstanding the obligations under Section 3.5(a), if in the good faith judgment of the Company, following consultation with legal counsel, it would be detrimental to the Company and its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement (i) due to the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Registration Statement, which disclosure of which would be premature or otherwise inadvisable at such timetime or would have a Material Adverse Effect upon the Company and its stockholders, or (ii) because, in the good faith judgment of the Company’s Board of Directors, it would adversely affect or require premature disclosure of the filing of a Company; -initiated registration of any class of its equity securities, the Company will have the right to suspend the use of the Registration Statement for a period of not more than ninety days, provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right so defer or suspend the use of the Registration Statement no more than twice one time in any twelve (12) twelve-month period period, and may not register any other Securities during any Allowed Delay. Upon disclosure of such information provided, further, that, after deferring or suspending the termination use of the condition described aboveRegistration Statement, the Company shall provide prompt notice may not again defer or suspend the use of the Registration Statement until a period of thirty days has elapsed after resumption of the use of the Registration Statement. The provisions of Section 2.3 will apply to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions the Registration Statement under this Section 3.5(b). If the use of the Registration Statement is suspended by the Company, the Company will promptly give notice of the suspension to permit registered sales of all Xxxxx Investors whose Registrable Securities are covered by the Registration Statement, and will promptly notify each such Xxxxx Investor as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from soon as the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation use of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions Registration Statement may again be made.resumed
Appears in 1 contract
Suspension of Registration. Notwithstanding anything to the contrary contained hereinin this Section 4.4, FIC may prohibit offers and sales of Registrable Shares pursuant to a Shelf Registration Statement at any time if (A)(i) it is in possession of material non-public information, (ii) the Company may, upon written notice, suspend Board of Directors of FIC believes in good faith that such prohibition is necessary in order to avoid a legal requirement to disclose such material non-public information and (iii) the use Board of any registration statement, Directors of FIC believes in good faith that disclosure of such material non-public information would not be in the best interests of FIC and its shareholders or (B)(i) FIC has made a public announcement relating to an acquisition or business combination transaction including any prospectus FIC and/or one or more of its subsidiaries that forms is material to FIC and its subsidiaries taken as a part whole and (ii) the Board of a registration statement, if the Company (i) determines Directors of FIC believes in good faith that it would be impracticable at the time to obtain any financial statements relating to such acquisition or business combination transaction that would be required to make disclosure of material information be set forth in the registration statement Shelf Registration Statement , or (C) such Shelf Registration Statement contains financial information that no longer meets the Company has requirements of any applicable rule of Regulation S-X (the period during which any such prohibition of offers and sales of Registrable Shares pursuant to a bona fide business purpose for preserving Shelf Registration Statement is in effect pursuant to clause (A) or (B) of this subsection (c) is referred to herein as confidential; a "Suspension Period"). A Suspension Period shall commence on and include the date on which a Holder of Registrable Shares covered by a Shelf Registration Statement receives written notice from FIC that offers and sales of Registrable Shares cannot be made thereunder in accordance with this subsection (iib) and shall, with respect to each Holder, end on the Company determines date on which that Holder either is advised in good faith writing by FIC that offers and sales of Registrable Shares pursuant to the Shelf Registration Statement and use of the prospectus contained therein may be resumed (a "Resumption Notice") or receives a copy of a prospectus supplement. FIC agrees that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of promptly deliver a material fact or omit Resumption Notice to state a material fact required to be stated therein or necessary to make the statements therein, in the case each Holder when none of the requisite conditions for the Suspension Period continue to exist or a prospectus in light of the circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities supplement as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madesoon as reasonably practicable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Financial Industries Corp)
Suspension of Registration. Notwithstanding anything (a) The Company will notify (by telephone and also by facsimile and reputable overnight courier) each Investor who holds Registrable Securities being sold pursuant to a Registration Statement of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any prospectus that forms a part event of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that which the Company has knowledge as a bona fide business purpose for preserving result of which the prospectus included in the Registration Statement as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) . The Company will make such notification as promptly as practicable after the Company has experienced or is experiencing some other material non-public becomes aware of the event (but in no event, including without the prior written consent of the Investor, will the Company disclose to any Investor any of the facts or circumstances regarding the event), will promptly (but in no event more than ten business days) prepare a pending transaction involving supplement or amendment to the CompanyRegistration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request.
(b) Notwithstanding the disclosure of which at such timeobligations under Section 3.6(a), if in the good faith judgment of the Company, following consultation with legal counsel, it would be detrimental to the Company and its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (i) the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time or would have a Material Adverse Effect upon the Company and its stockholders, or (ii) in the good faith judgment of the Company's Board of Directors, it would adversely affect or require premature disclosure of the filing of a Company; -initiated registration of any class of its equity securities, the Company will have the right to suspend the use of the Registration Statement for a period of not more than ninety days, provided, however, that the Company may so defer or suspend the use of the Registration Statement no more than one time in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5twelve-month period, an “Allowed Delay”); and provided, further, that after deferring or suspending the use of the Registration Statement, the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information again defer or suspend the termination use of the condition described aboveRegistration Statement until a period of thirty days has elapsed after resumption of the use of the Registration Statement.
(c) Subject to the Company's rights under this Section 3, the Company shall provide prompt notice will use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and to notify each Investor that holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof.
(d) Notwithstanding anything to the Purchaser contrary contained herein or in the Purchase Agreement, if the use of the Registration Statement is suspended by the Company, the Company will promptly give notice of the suspension to all Investors whose securities are covered by the Registration Statement, and shall will promptly terminate notify each such Investor as soon as the use of the Registration Statement may be resumed. Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, the Company will cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Purchase Agreement in connection with any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales sale of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon with respect to which such Investor has entered into a contract for sale prior to receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that suspension and for which such dispositions may again be madeInvestor has not yet settled.
Appears in 1 contract
Suspension of Registration. Notwithstanding anything to the contrary contained herein, following the Company may, upon written notice, suspend the use of any registration statement, including any prospectus that forms a part effectiveness of a registration statementRegistration Statement registering Registrable Shares, if Buyer may suspend at any time the Company availability of such Registration Statement and any related Prospectus upon (i) determines in good faith that it would be required the issuance by the SEC of a stop order with respect to make disclosure such Registration Statement or the initiation of material information in proceedings with respect to such Registration Statement under Section 7(d) or 8(e) of the registration statement that the Company has a bona fide business purpose for preserving as confidential; Securities Act, (ii) the Company determines in good faith that it must amend or supplement the registration statement occurrence of any event or the related prospectus so that such registration statement or prospectus existence of any fact as a result of which (A) any Registration Statement shall not include an contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; , or (iii) the Company has experienced occurrence or is experiencing some existence of any pending corporate development, including without limitation any such development that might (A) interfere with or affect the negotiation or completion of any material transaction or other material non-public eventevent that is being contemplated by Buyer (whether or not a final decision has been made to undertake such material transaction at the time the right to delay is exercised), including a pending transaction involving or (B) involve initial or continuing disclosure obligations that might not be in the Companybest interest of Buyer's shareowners, the disclosure of which at such timethat, in the good faith judgment reasonable discretion of Buyer, makes it appropriate to suspend the Company, would adversely affect availability of any Registration Statement and the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty related Prospectus (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect the availability of a Registration Statement and related Prospectus upon any event described in any of subsections (i), (ii) and (iii) above is hereinafter referred to as a "Suspension Period"); provided that the duration of a Suspension Period under subsections (ii) and (iii) shall take such other reasonable actions not extend beyond 120 days. Notwithstanding the foregoing, Buyer shall be limited to permit registered sales no more than two Suspension Periods under subsections (ii) and (iii) above in any rolling 12-month period. Buyer shall endeavor to end any Suspension Period as promptly as practicable under the circumstances. Buyer shall notify Seller in writing of Registrable Securities as contemplated herebythe existence of a Suspension Period. The Purchaser agrees that, upon Upon receipt of any notice from the Company Buyer of an Allowed Delaya Suspension Period, the Purchaser will cause the immediate discontinuation of the Seller shall forthwith discontinue any disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, Shares until the Purchaser Seller (i) is advised in writing by Buyer that the Company that use of the applicable Prospectus may be resumed, (ii) has received copies of a supplemental or amended Prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such dispositions may again be madeProspectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Conexant Systems Inc)
Suspension of Registration. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice, suspend the use of any registration statement, including any prospectus that forms a part of a registration statement, if the Company (i) determines in good faith that it would be required Upon the issuance by the Commission of a stop order suspending the effectiveness of the Registration Statement or the initiation of any legal proceeding with respect to make disclosure the Registration Statement under Section 8(d) or 8(e) of material information in the registration statement that the Company has a bona fide business purpose for preserving as confidential; Securities Act, or (ii) if the Company determines in good faith that it must amend Registration Statement or supplement the registration statement or the related prospectus so that such registration statement or prospectus Shelf Prospectus shall not include an contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements thereintherein not misleading (including, in any such case, as a result of the non-availability of financial statements), (iii) the Company, in its reasonable good faith judgment, has determined that the offer and sale or other disposition of Registrable Stock would require public disclosure by the Company of material nonpublic information that is not included in the Registration Statement and that immediate disclosure of such information would be materially detrimental to the Company, or (iv) upon the occurrence or existence of any other development, event, fact, situation or circumstance relating to the Company that, in the judgment of a majority of the board of directors of the Company, makes it appropriate to suspend the availability of the Registration Statement and/or Shelf Prospectus, (A)(1) in the case of clause (ii) above, and subject to clauses (iii) and (iv) above, the Company shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related Shelf Prospectus, as applicable, so that such Registration Statement or Shelf Prospectus, as applicable, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and subject to clause (iii) above, in the case of a post-effective amendment to the prospectus Registration Statement, use commercially reasonable efforts to cause it to become effective as promptly as reasonably practicable, and (2) in light the case of clause (i) above, use commercially reasonable efforts to cause such stop order to be lifted, and (B) the Company shall give notice to the Purchaser that the availability of such Registration Statement or Shelf Prospectus is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice, the Purchaser agrees that it shall not sell any Registrable Stock pursuant to the Registration Statement or Shelf Prospectus until the Purchaser is notified by the Company of the circumstances under which they were madeeffectiveness of the post-effective amendment to the Registration Statement provided for in clause (A) above, not misleading; or until it is notified in writing by the Company that the Shelf Prospectus may be used. In connection with any development, event, fact, situation or circumstance covered by clause (iii) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice be entitled to exercise its rights pursuant to this Section 4.23(b) to suspend the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation availability of the disposition Registration Statement and Shelf Prospectus for no more than an aggregate of Registrable Securities pursuant to 60 days in the aggregate in any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madeone year period.
Appears in 1 contract
Samples: Securities Purchase Agreement (Amarillo Biosciences Inc)
Suspension of Registration. Notwithstanding anything to (a) Powerwave will notify (by telephone and also by facsimile and reputable overnight courier) Filtronic of the contrary contained herein, the Company may, upon written notice, suspend the use happening of any registration statement, including any event of which Powerwave has knowledge as a result of which the prospectus that forms a part of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information included in the registration statement that Registration Statement covering the Company has a bona fide business purpose for preserving Registrable Securities as confidential; (ii) the Company determines then in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include effect includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; , or, if in the opinion of counsel for Powerwave, it is necessary to supplement or amend such Registration Statement to comply with law. Powerwave will make such notification as promptly as practicable (iiibut in no event more than two (2) Business Days after Powerwave becomes aware of the Company has experienced event), will promptly prepare and file a supplement or is experiencing some other material non-public amendment to the Registration Statement to correct such untrue statement or omission (but in no event more than ten (10) days after Powerwave becomes aware of the event), including a pending transaction involving and will deliver such number of copies of such supplement or amendment to Filtronic as Filtronic may reasonably request.
(b) Notwithstanding the Companyobligations under Section 3.5(a), the disclosure of which at such time, if in the good faith judgment of Powerwave, following consultation with legal counsel, it would be detrimental to Powerwave and its stockholders for resales of Registrable Securities to be made pursuant to the CompanyRegistration Statement (i) due to the existence of a material development or potential material development involving Powerwave which Powerwave would be obligated to disclose in the Registration Statement, but which disclosure would adversely affect be premature or otherwise inadvisable at such time or would reasonably be expected to have a material adverse effect upon Powerwave and its stockholders or (ii) because it would materially interfere with an underwritten offering of securities commenced by Powerwave, Powerwave will have the Company; right to suspend the use of the Registration Statement for a period of not more than twenty (20) days (or forty-five (45) days if the material development or potential material development relates to a material acquisition or, in the case of (ii) above, an underwritten offering of securities), provided, however, that Powerwave may so defer or suspend the use of the Registration Statement no more than one time in any twelve-month period; and provided further, however, that Powerwave may only elect to suspend registration under clause (ii) above if (A) Powerwave has complied with the provisions of Section 3.8 and (B) Filtronic has not, prior to the date upon which Powerwave gave Filtronic notice of the proposed underwritten public offering pursuant to Section 3.8(a), provided notice to Powerwave pursuant to Section 3.7(a), which notice has not been withdrawn by Filtronic.
(c) Subject to Powerwave’s rights under this Section 3.5, Powerwave will use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement and, if such an order is issued, will use its best efforts to obtain the withdrawal of such order at the earliest possible time and to notify Filtronic of the issuance of such order and the resolution thereof within two (2) Business Days after such any such event.
(d) Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, if the use of the Registration Statement is suspended by Powerwave, Powerwave will promptly (but in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any twelve one (121) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination Business Day thereafter) give notice of the condition described abovesuspension to Filtronic, and will promptly (but in no event more than one (1) Business Day thereafter) notify Filtronic as soon as the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation use of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions Registration Statement may again be maderesumed.
Appears in 1 contract
Samples: Registration Rights Agreement (Powerwave Technologies Inc)
Suspension of Registration. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice, suspend the use of General Motors will not be required to file any registration statementstatement pursuant to this Agreement, including file any amendment thereto, furnish any supplement to a prospectus that forms a part of included in a registration statementstatement pursuant to Section 2.4(a)(viii) hereof, if make any other filing with the Company SEC, cause any registration statement or other filing with the SEC to become effective, or take any similar action, and any and all sales of Registrable Securities by a Holder pursuant to an effective registration statement shall be suspended: (i) determines if such actions are prohibited by applicable law, (ii) if General Motors notifies the Holder that such actions could otherwise materially interfere with business activities or plans of General Motors, or (iii) if General Motors notifies the Holder that such actions would, in the good faith that it would be required to make judgment of counsel of General Motors, require the disclosure of material non-public information in the registration statement that the Company which General Motors has a bona fide business purpose for preserving as confidentialconfidential and which General Motors would not otherwise be required to disclose; provided that General Motors may not delay any such actions or suspend any such sales pursuant to clause (ii) the Company determines in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) of the Company has experienced or is experiencing some other material non-public eventfirst sentence of this Section 2.8 for more than an aggregate of 120 consecutive days or, including a pending transaction involving the Company, the disclosure of which at such time, except as otherwise provided in the good faith judgment third sentence of the Companythis Section 2.8, would adversely affect the Company; provided, however, in no event shall sales for an aggregate of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading 120 days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”); provided, further, that the Company may not utilize this right more than twice in any period of twelve (12) month period and may not register any other Securities during any Allowed Delayconsecutive months. Upon disclosure of such information or the termination of the condition described abovein clauses (i), (ii) or (iii) of the Company first sentence of this Section 2.8, General Motors shall provide give prompt notice to the Purchaser Holder and shall promptly file any registration statement or amendment thereto required to be filed by it pursuant to this Agreement, furnish any prospectus supplement required to be furnished pursuant to Section 2.4(a)(viii) hereof, make any other filing with the SEC required of it or terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated herebyby this Agreement. The Purchaser agrees that, upon receipt of If any notice from such delay or suspension has gone into effect and then terminated and the Company of an Allowed Delay, Holder has had the Purchaser will cause the immediate discontinuation of the disposition of opportunity for at least 60 consecutive Business Days to sell Registrable Securities pursuant to any registration statement covering the Shelf Registration Statement, then General Motors may again delay or suspend sales as provided above for a period of up to 120 days, even if such additional delay or suspension would result in a delay or suspension pursuant to this Section 2.8 being in effect for more than an aggregate of 120 days in a period of twelve consecutive months (and even if the Holder has not given a Sale Notice within such 60 day period); provided, however, that, if such period of additional delay or suspension extends for 120 days, Holder shall again have the opportunity for at least 60 consecutive Business Days to sell Registrable Securities, until . It is understood and agreed that the Purchaser is advised foregoing provisions of this Section 2.8 shall not prevent a Rule 144 Sale by the Company that such dispositions may again be madea Holder of Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (General Motors Corp)
Suspension of Registration. Notwithstanding anything to If the contrary contained hereinfiling, initial effectiveness or continued use of a Shelf Registration Statement at any time would require the Company may, upon written notice, suspend the use of any registration statement, including any prospectus that forms a part of a registration statement, if the Company (i) determines in good faith that it would be required to make a public disclosure of material information in the registration statement that the Company has a bona fide business purpose for preserving as confidential; (ii) the Company determines in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public eventinformation, including a pending transaction involving the Company, the which disclosure of which at such time, in the good faith judgment of the CompanyBoard (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would adversely affect not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company; provided’s ability to effect a material proposed acquisition, howeverdisposition, in no event shall sales financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the holders of Registrable Securities be suspended pursuant to participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”)statement; provided, further, that the Company may shall not utilize this right be permitted to do so (y) for a period exceeding 90 days on any one occasion or (z) more than twice once in any twelve (12) 12 month period. In the event the Company exercises its rights under the preceding sentence, such holders of Registrable Securities agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such holders of Registrable Securities of the expiration of any period during which it exercised its rights under this Section 3.12. The Company agrees that, in the event it exercises its rights under this Section 3.12, it shall update the suspended registration statement as may be necessary to permit the holders of Registrable Securities to resume use thereof in connection with the offer and may not register any other sale of their Registrable Securities during any Allowed Delay. Upon disclosure of such information or in accordance with applicable law following the termination of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any applicable suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madeperiod.
Appears in 1 contract
Samples: Shareholders Agreement (Quintiles Transnational Holdings Inc.)
Suspension of Registration. Notwithstanding anything to The Acquiror shall promptly notify the contrary contained herein, the Company may, upon written notice, suspend the use Shareholder of any registration statement, including any prospectus that forms a part of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure the issuance by the Commission of material information in a stop order suspending the registration statement that effectiveness of the Company has a bona fide business purpose for preserving as confidential; Registration Statement, (ii) the Company determines happening of any event, of which the Acquiror has knowledge, as a result of which the prospectus included in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include Registration Statement, as then in effect, includes an untrue statement of a material fact or omit omission to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, therein not misleading; or , and (iii) the Company has experienced occurrence or is experiencing some other existence of any pending corporate development that, in the reasonable discretion of the Acquiror, makes it appropriate to suspend the availability of the Registration Statement to comply with Commission rules. In each case the Acquiror shall use commercially reasonable efforts to promptly prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to the Shareholder as the Shareholder may reasonably request; provided; however, that the Acquiror may delay to the extent permitted by law the disclosure of material non-public event, including a pending transaction involving information concerning the Company, Acquiror the disclosure of which at such timethe time is not, in the good faith judgment opinion of the Company, would adversely affect the Company; provided, howeverAcquiror, in no event shall sales the best interests of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty Acquiror (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “"Allowed Delay”"); provided, further, that the Company may not utilize this right . There shall be no more than twice two Allowed Delays in any twelve (12) month period 365-day period, and may not register any other Securities during any no single Allowed DelayDelay shall exceed 60 consecutive days. Upon disclosure of such information or The Acquiror shall promptly notify the termination Shareholder in writing of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company existence of an Allowed Delay, Delay and shall advise the Purchaser will cause Shareholder in writing to cease all sales under the immediate discontinuation Registration Statement until the end of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be madeAllowed Delay.
Appears in 1 contract
Suspension of Registration. Notwithstanding The Company shall have the right to delay the filing or effectiveness of a Registration Statement for any Demand Registration or to withdraw or require the Holders not to sell under any such Registration Statement, during up to two periods of not more than 90 days each in any consecutive twelve-month period during the Demand Registration Period if (A) (i) the Company would, in accordance with the advice of its outside counsel, find it appropriate to disclose in the Prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company's Board of Directors, as such judgment is set forth in a resolution of the Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the Prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company, or (B) the Company determines, in its reasonable business judgment, that such registration and offering would interfere with any financing, acquisition, corporate reorganization, or other material transaction involving the Company or any of its subsidiaries; provided, however, that the Company promptly gives the Holders requesting registration thereof pursuant to paragraph (a) of Section 2.1 hereof a written notice of such finding, judgment or determination containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. In the event of such a Company notice, the Holders of a majority of the Registrable Securities to be offered and sold may by written notice to the Company, given prior to receiving a Company notice that such suspension has ended, withdraw the request for registration, and the request for registration shall not be counted for purposes of paragraph (b) of Section 2.1 hereof , and the Company shall be required (A) to pay in connection therewith all Registration Expenses and (B) to reimburse all out-of-pocket expenses incurred by the selling Holders to pay the reasonable fees and disbursements of their counsel and, to the extent the selling Holders prior to receiving the Company's notice have already agreed in writing so to reimburse the underwriters, if any, under such circumstances for their reasonable out-of-pocket costs and the reasonable fees and disbursements of their counsel, to reimburse such underwriters accordingly, in each case notwithstanding anything to the contrary contained herein, the Company may, upon written notice, suspend the use of any registration statement, herein (including any prospectus that forms a part of a registration statement, if the Company (i) determines in good faith that it would be required to make disclosure of material information in the registration statement that the Company has a bona fide business purpose for preserving as confidential; (ii) the Company determines in good faith that it must amend or supplement the registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall sales of Registrable Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive trading days (any such suspension contemplated by this paragraph 5, an “Allowed Delay”Section 2.4); provided, further, that the Company may not utilize this right more than twice in any twelve (12) month period and may not register any other Securities during any Allowed Delay. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice from the Company of an Allowed Delay, the Purchaser will cause the immediate discontinuation of the disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.
Appears in 1 contract
Samples: Registration Rights Agreement (Smithfield Foods Inc)
