Suspension of Use of Registration Statement. (a) If the Board of Directors of the Company determines in its good faith judgment that the filing of a Rady Demand Registration Statement or Resale Shelf Registration Statement under Section 2.1(a) or Section 2.4(a) or the use of any related prospectus would be materially detrimental to the Company because such action would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company to the Holders which shall be signed by the Chief Executive Officer, President or any Executive Vice President of the Company certifying thereto, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to a Resale Shelf Registration or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to a Resale Shelf Registration Statement shall be suspended until the earliest of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 2.14(a) is no longer necessary and they may resume use of the applicable prospectus, (ii) the date upon which copies of the applicable supplemented or amended prospectus is distributed to the Holders, and (iii) (x) up to thirty (30) consecutive days after the notice to the Holders if that notice is given during the Initial Period or (y) ninety (90) consecutive days after the notice to the Holders if that notice is given after the Initial Period; provided, that the Company shall not be entitled to exercise any such right more than two (2) times in any twelve (12) month period or less than thirty (30) days from the termination of the prior such suspension period; and provided further, that such exercise shall not prevent the Holders from being entitled to at least three hundred twenty (320) days of effective registration with respect to such registration statement during each Initial Period and thereafter two hundred ten (210) days of effective registration with respect to such registration statement in any 365-day period. The Company agrees to give the notice under (i) above as promptly as practicable following the date that such suspension...
Suspension of Use of Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing notice to the Holders who elected to participate in the Shelf Registration Statement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement for a reasonable period of time not to exceed 60 days in succession or 90 days in the aggregate in any twelve month period (a “Suspension Period”) if the Board determines in good faith and in its reasonable judgment that it is required to disclose in the Shelf Registration a Disadvantageous Condition. Immediately upon receipt of such notice, the Holders covered by the Shelf Registration Statement shall suspend the use of the prospectus until the requisite changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from a Holder, the Company shall as promptly as practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Suspension of Use of Registration Statement. The Company will have the right to postpone its obligations in connection with a Demand Registration or Underwritten Offering Demand and/or suspend use of Registration Statements that have become effective for up to 30 consecutive days (not more than twice in any consecutive 12-month period) (a “Suspension Period”) in the event that the Company determines in its good faith judgment that the Demand Registration or Underwritten Offering Demand and/or use of Registration Statements would require the Company to disclose material, non-public information, the disclosure of which would be harmful to the Company or with respect to which the Company otherwise has a bona fide business purpose for preserving as confidential; provided that the Company notifies the applicable Holders in writing of its determination to this effect (a “Suspension Notice”). Each Holder agrees that such Holder shall not dispose of any Registrable Securities pursuant to a Registration Statement during any Suspension Period, shall treat as confidential the receipt of such Suspension Notice and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until the earlier of such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by a Holder in breach of the terms of this Agreement, or the end of the applicable Suspension Period. The Company agrees to notify the Holders in writing as promptly as practicable following the end of a Suspension Period.
Suspension of Use of Registration Statement. 2.2.1 Upon prior written notice to the Holders, the Trust may suspend the use of a Resale Shelf Registration Statement pursuant to Section 2.1 on up to two occasions during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days in the aggregate during any such twelve month period (which period may not be extended or renewed), if (i) the Board determines in good faith that permitting sales under the Registration Statement would materially and adversely affect an offering of securities of the Trust; (ii) a Piggy-Back Registration (defined below) in which Holders were able to participate was completed within the prior 90 days; or (iii) the Trust is in possession of material non-public information and the Board determines in good faith that the disclosure of such information during the period specified in such notice would not be in the best interests of the Trust.
2.2.2 If all reports required to be filed by the Trust pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Trust to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to any Registration Statement or to require the Trust to take action with respect to the registration or sale of any Registrable Securities pursuant to any Registration Statement shall be suspended until the date on which the Trust has filed such reports, and the Trust shall notify the Holders in writing as promptly as practicable when such suspension is no longer required.
Suspension of Use of Registration Statement. The Holders agree that, upon receipt of any notice from the Company (A) of the happening of any event which makes any statements made in the Registration Statement(s) or related prospectus(es) filed pursuant to this Registration Rights Exhibit, or any document incorporated or deemed to be incorporated therein by reference, untrue in any material respect or which requires the making of any changes in such Registration Statement(s) or prospectus(es) so that, in the case of such Registration Statement(s), it will 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, in light of the circumstance under which they were made, not misleading or (B) that, in the judgment of the Company's Board of Directors, it is advisable to suspend use of the prospectus(es) for a discrete period of time due to pending corporate developments which are or may be material to the Company but have not been disclosed in the Registration Statement(s) or in relevant public filings with the SEC, or (C) that the SEC has issued a stop order suspending the effectiveness of the Registration Statement(s), or (D) that the Company is engaged in a public offering of its Common Stock by the Company through a "bulge-bracket" (hereinafter defined) underwriter or (E) of the filing by the Company of a post-effective amendment to the Registration Statement made in order (i) to comply with the regulations under the Securities Act relating to shelf registrations on Form S-3, including without limitation to file audited financial statements or (ii) to reflect any changes to the Registration Statement requested by the Holders, including without limitation changes to the description of the method of distribution of the Registrable Securities or to the information in the Registration Statement relating to the Holders, and the filing of which post-effective amendment requires, under applicable law, rule or regulation, The suspension of use of the Registration Statement or the prospectus therein for the disposition of Registration Securities; the Holders will forthwith discontinue the disposition in accordance with the Registration Statement or prospectus(es) of such Shares covered by such Registration Statement(s) or prospectus(es) until it is advised in writing by the Company that use of the applicable prospectus may be resumed, and has received copies of any additional or supplemented filings that are...
Suspension of Use of Registration Statement. Upon prior written notice to the Holders, the Trust may suspend the use of a Resale Registration Statement pursuant to this Section 2 on up to two occasions during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days in the aggregate during any such twelve month period (which period may not be extended or renewed), if (a) the Board determines in good faith that permitting sales under the Registration Statement would materially and adversely affect an offering of securities of the Trust; (b) a Piggy-Back Registration (defined below) in which Holders were able to participate and include at least fifty percent (50%) of all Registrable Securities tendered by such Holders for registration in such Piggy-Back Registration was completed within the prior 90 days; or (c) the Trust is in possession of material non-public information and the Board determines in good faith that the disclosure of such information during the period specified in such notice would not be in the best interests of the Trust.
Suspension of Use of Registration Statement. (a) The Company may postpone the filing or the effectiveness of a Demand Registration Statement (or suspend the use of any Prospectus or Shelf Registration Statement) (a “Suspension”), for a reasonable length of time not in excess of sixty (60) days, but in no event more than twice in any twelve (12)-month period if (i) based on the reasonable, good faith judgment of the Company Board, such postponement is necessary in order to avoid premature disclosure of a matter that the Company Board has determined would not be in the best interest of the Company to be disclosed at such time and, as a result of such determination, the Directors and executive officers of the Company are restricted from selling the Company’s securities during such additional period (other than pursuant to a preexisting 10b5-1 plan), (ii) the Company cannot obtain, after using its reasonable best efforts, financial information (or information used to prepare such information) from any third party necessary for inclusion in such Registration Statement or Prospectus, or (iii) if, in the reasonable, good faith judgment of the Company Board, the filing of such Registration Statement or Prospectus would reasonably be expected to (A) materially interfere with or materially delay a financing, merger, sale or acquisition of assets, recapitalization or other similar corporate action of the Company approved by the Company Board that is pending or expected by the Company to occur or be announced during the delay period, (B) require disclosure of material non-public information which, if disclosed at such time, would not be in the best interests of the Company or (C) have a material adverse effect on the Company or its business (any such period, a “Suspension Period”).
(b) In the event of a Suspension of a Demand Registration or Shelf Underwritten Offering, the Shareholder shall be entitled, at any time after receiving notice of such Suspension from the Company (a “Suspension Notice”), to withdraw its request for a Demand Registration or Shelf Underwritten Offering and, if such request is withdrawn, such Demand Registration or Shelf Underwritten Offering shall not count as one of the three (3) permitted Demand Registrations or Shelf Underwritten Offerings per twelve (12)-month period pursuant to Section 3.1(c) and Section 3.3(d).
(c) Upon delivery by the Company to the Shareholder of any Suspension Notice, the Shareholder shall, except as required by applicable Law, including any disclosure obligati...
Suspension of Use of Registration Statement. Each Holder agrees that, upon receipt of written notice from the Company of the occurrence of any event of the kind described in Section 4(b)(8) or the commencement of a Delay Period, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement until (i) such Holder’s receipt of the supplemented or amended Registration Statement contemplated by Section 4(b)(9) (or it is advised in writing by the Company that the use of the applicable Prospectus may be resumed), and copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Registration Statement or (ii) the termination of the Delay Period.
Suspension of Use of Registration Statement. If the Board of Directors of the Company determines in its good faith judgment that the filing of a registration statement under Section 2.1 or the use of any related prospectus would be materially detrimental to the Company because such action would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction (“Confidential Information”), and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to a registration statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to a registration statement shall be suspended; provided, however, that the Company shall not exercise its suspension rights pursuant to this Section 2.9(a) any more than 3 times in any calendar year and for no more than 45 consecutive days at any time. The Company agrees to give notice as promptly as reasonably practicable following the date that such suspension of rights is no longer necessary.
Suspension of Use of Registration Statement. Anything herein to the contrary notwithstanding, in the event that, in the judgment of Delano, it is advisable to suspend use of a prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which Delano believes public disclosure would be detrimental to Delaxx, Xxxxxx xxxll notify the Holders to such effect, and, upon receipt of such notice, the Holders shall immediately discontinue any sales of Restricted Stock pursuant to the Registration Statement until the Holders have received copies of a supplemented or amended prospectus or until the Holders are advised in writing by Delano 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 prospectus. In addition to the foregoing, in the event that Delano shall file a registration statement under the Securities Act with respect to an underwritten public offering, Delano shall have the right to require the Holder to discontinue any sales of Restricted Stock pursuant to the Registration Statement for a period not to exceed 15 days, such period to be determined by Delano by written notice to the Holder. Notwithstanding anything to the contrary herein, Delano shall not exercise its rights under this Section 9 to suspend sales of Restricted Stock for a cumulative period in excess of 60 days.
