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Common use of Suspensions Clause in Contracts

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice from the Company, the Company may suspend the use of the Resale Shelf Registration Statement if it determines that in order for such registration statement not to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report under the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv).

Appears in 4 contracts

Samples: Stockholders' Agreement (Rice Acquisition Corp. II), Business Combination Agreement (Rice Acquisition Corp. II), Support Agreement (Rice Acquisition Corp. II)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving no less than one day’s prior written notice from to the Holders of Registrable Securities, the Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee of the Company’s Board of Directors determines in good faith that the filing, effectiveness or use of such Registration Statement or Prospectus would be materially detrimental to the Company and its shareholders because such registration would (x) materially interfere in a way materially adverse to the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving the Company, the Company may suspend the use (y) require premature disclosure of the Resale Shelf Registration Statement if it determines that in order for such registration statement not to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report under the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, preserving as confidential or (iz) render the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day periodunable to comply with requirements under applicable securities laws; provided, however, that the Company shall not defer or suspend its obligations in this manner be entitled to exercise a Suspension (i) more than three times in twice during any 36012-day period; month period or (ii) for a period exceeding 90 days on any one occasion. The Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended a Suspension pursuant to this Section 2.1(a)(iv); 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (iiiand direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which that the use of any the Registration Statement or Prospectus may be resumed and, if applicable, is suspended pursuant furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to this withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 2(a)(iv3(b).

Appears in 4 contracts

Samples: Registration Rights Agreement (Capital Maritime & Trading Corp.), Registration Rights Agreement (Capital Clean Energy Carriers Corp.), Registration Rights Agreement (Capital Product Partners L.P.)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice from the Company, the Company may suspend the use of the Resale Shelf Registration Statement if it determines that in order for such registration statement not to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report under the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv).

Appears in 3 contracts

Samples: Stockholders’ Agreement (Archaea Energy Inc.), Business Combination Agreement (Rice Acquisition Corp.), Business Combination Agreement (Rice Acquisition Corp.)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt (a) Notwithstanding any other provision of written notice from the Companythis Agreement, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (including by withdrawing or declining to amend any Registration Statement or Prospectus that has been filed or by declining to take any other actions otherwise required hereunder with regard to any Registration Statement or Prospectus) (a “Suspension”) (a) at such times as are required by law (including the EU Market Abuse Regulation) or (b) if it either (x) the board of directors of the Company or (y) the Chief Executive Officer of the Company determines reasonably that in order for such registration statement not the participation of the Company would reasonably be expected to contain an untrue statement either (i) require public disclosure of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include non-public information that would at that time not otherwise be required to be disclosed or (ii) have a material adverse effect on any pending negotiation or plan to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction. The Company shall provide written notice (which may be by email only to the primary email address provided by each Holder on the Counterpart hereto (or any update thereto)) to any affected Holder of the commencement and termination of any Suspension (and any withdrawal of a Registration Statement pursuant to this Section 6) (each, a “Suspension Notice”), but shall not be obligated under this Agreement to disclose the reasons therefor. Each Holder which becomes aware of the existence of a Suspension pursuant to this Section 6 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in a current, quarterly or annual report under the Exchange Act and writing by the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend that the use of the Resale Shelf Registration Statement for or Prospectus may be resumed and, if applicable, is furnished by the shortest period Company with a supplemented or amended Prospectus as contemplated by Section 7(a)(vi). (b) Without the prior written consent of timeHolders representing 12% of the Company’s outstanding share capital (excluding treasury shares), but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) may the date on which such suspension will begin pursuant Company implement a Suspension with respect to this Section 2(a)(iv) any Holder more than twice in any twelve-month period and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall a Suspension or Suspensions be extended by the amount in effect for an aggregate of time during which the use of 120 days or more in any Registration Statement is suspended pursuant to this Section 2(a)(iv)twelve-month period.

Appears in 3 contracts

Samples: Registration Rights Agreement (Anheuser-Busch InBev SA/NV), Registration Rights Agreement (Altria Group, Inc.), Registration Rights Agreement (Bevco Lux S.a.r.l.)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice from (a) Notwithstanding anything to the Companycontrary contained in this Agreement, the Company may shall be entitled, by providing written notice (a “Notice of Suspension”) to the Shareholder, to delay the filing or effectiveness of a Registration Statement or require the Shareholder to suspend the use of the Resale Shelf Prospectus for sales of Registrable Securities under an effective Registration Statement if it determines that in order for such registration statement a reasonable period of time not to contain exceed sixty (60) consecutive days or ninety (90) days in the aggregate in any twelve (12)-month period (a “Suspension Period”) if the Company Board (or the executive committee thereof) determines in good faith that such filing, effectiveness or use would (i) require the public disclosure of material non-public information concerning any material transaction or negotiations involving the Company that would interfere with such material transaction or negotiations or (ii) otherwise materially interfere with material financing plans, acquisition activities or business activities of the Company; provided, that if at the time of receipt of such notice by the Shareholder, the Shareholder shall have sold all or a portion of the Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the sale of such Registrable Securities) pursuant to an effective Registration Statement and the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then, provided that the Shareholder has given the Company at least two (2) Business Days’ notice prior to entering into such sale, the Company shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities Laws by the time such Registrable Securities are scheduled to be delivered. Immediately upon receipt of a Suspension Notice, the Shareholder shall discontinue the disposition of Registrable Securities under an effective Registration Statement and Prospectus relating thereto until the Suspension Period is terminated. (b) The Company agrees to promptly notify in writing the Shareholder, to the extent it still holds Registrable Securities, of the termination of a Suspension Period. After the expiration of any Suspension Period in the case of an effective Registration Statement, and without the need for any further request from the Shareholder, the Company shall, as promptly as reasonably practicable, prepare a post-effective amendment or supplement to such Registration Statement, the relevant 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 Registration Statement or the Prospectus, as applicable, will not include an untrue statement of a material fact or omit to state a any material fact necessary to make the statements contained therein therein, in the light of the circumstances under which they were made, not misleading. (c) If a Suspension Period occurs during the Effectiveness Period for a Registration Statement, an amendment thereto would such Effectiveness Period shall be needed extended for a number of days equal to include information that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report the total number of days during which the distribution of Registrable Securities is suspended under the Exchange Act and this Section 2.4. If the Company notifies the Shareholder of a Suspension Period with respect to a Registration Statement requested pursuant to Section 2.1 (including a Demand Registration Request) that has a bona fide business purpose for not making such information public, provided, thatyet been filed or declared effective, (ix) the Shareholder may by notice to the Company shall withdraw such request without such request counting as a Demand Registration Request and (y) the Shareholder will not be obligated to reimburse the Company for any of its out-of-pocket expenses, including Registration Expenses. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company may delay the filing or effectiveness of a Registration Statement or require the Shareholder to suspend the use of the Resale Shelf Prospectus for sale of Registrable Securities under an effective Registration Statement for Statement: (i) during any of the shortest period of timeCompany’s recurring quarterly earnings blackout periods, but determined in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that accordance with such policy as the Company shall generally maintain and communicate to the Shareholder from time to time, and any such blackout period shall be deemed to constitute a Suspension Period hereunder but shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus be subject to, and shall not sell any securities for its own account count against, the time periods in Section 2.4(a) or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant be subject to this Section 2.1(a)(iv2.4(c); and (iiiii) if, in the good faith determination of the Company, it is not feasible for the Company to proceed with the registration or offering because (x) audited financial statements of the Company, or (y) audited financial statements of any acquired company or pro forma financial statements that are required by the Securities Act to be included in any related registration statement or prospectus are then unavailable, until such time as such financial statements are prepared or obtained by the Company, and any delay or suspension shall be treated as a Suspension Period hereunder, except that it shall not be subject to, and shall not count against, the time periods in Section 2.4(a) or be subject to Section 2.4(c); provided that, with respect to clause (y), the Company shall use commercially its reasonable best efforts to make such Resale Shelf Registration Statement available for prepare or obtain the sale by relevant acquired company or pro forma financial statements as quickly as reasonably practicable; and provided, further, that in no event will more than forty (40) days of the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on period from which such suspension will begin financial statements are required to be filed pursuant to this Item 9.01 of Form 8-K be excluded from the time periods in Section 2(a)(iv2.4(a) and (ii) the date on which such suspension period will end pursuant or be subject to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv2.4(c).

Appears in 2 contracts

Samples: Stockholders' Agreement (American Axle & Manufacturing Holdings Inc), Merger Agreement (Metaldyne Performance Group Inc.)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving prompt written notice from to the CompanyHolders of Registrable Securities, Parent shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if Parent determines in good faith (after consultation with external legal counsel) that proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would require Parent to publicly disclose material non-public information in such Registration Statement or Prospectus so that it would not be materially misleading, the Company may suspend disclosure of which (i) would not be required to be made at such time but for the filing, effectiveness or use of such Registration Statement or Prospectus and (ii) would, in the good faith judgment of Parent, have a material adverse effect on Parent or on any pending negotiation or plan of Parent to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction; provided, that Parent shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding sixty (60) days on any one occasion, or (iii) for a period exceeding ninety (90) days during any 12-month period. Each Holder who is notified by Parent of a Suspension pursuant to this Section 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus and any other use of such Registration Statement or Prospectus until such time as it is advised in writing by Parent that the use of the Resale Shelf Registration Statement or Prospectus may be resumed and, if applicable, is furnished by Parent with a supplemented or amended Prospectus as contemplated by Section 8(g). If Parent delays or suspends a Demand Registration, the Initiating Holder of such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it determines that does so, such Demand Registration Request shall not count against the limitation on the number of such Initiating Holder’s Demand Registrations set forth in order for such registration statement not to contain an untrue statement Section 3(b). Parent shall promptly notify the Holders of a material fact or omit to state a material fact the expiration of any period during which it exercised its rights under this Section. Parent agrees that, in the event it exercises its rights under this Section, it shall, within sixty (60) days following the Holders’ receipt of the notice of suspension, update the suspended Registration Statement as may be necessary to make permit the statements contained therein not misleading, an amendment thereto would be needed Holders to include information that would at that time not otherwise be required to be disclosed resume use thereof in a current, quarterly or annual report under connection with the Exchange Act offer and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use sale of the Resale Shelf Registration Statement for the shortest period of time, but their Registrable Securities in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)accordance with applicable law.

Appears in 2 contracts

Samples: Registration Rights Agreement (Schwab Charles Corp), Merger Agreement

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving no less than five (5) days’ prior written notice from to the CompanyHolders of Registrable Securities, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (a “Suspension”) if it the board of directors of the Company (excluding any director who was designated for nomination by the Holder(s) initiating the registration or offering that is proposed to be delayed or suspended) determines in good faith that in order for (i) proceeding with the filing, effectiveness or use of such registration statement not Registration Statement or Prospectus would reasonably be expected to contain an untrue statement require the Company to disclose any information the disclosure of which would have a material fact or omit to state a material fact necessary to make adverse effect on the statements contained therein not misleading, an amendment thereto Company and that the Company would be needed to include information that would at that time not otherwise be required to disclose at such time or (ii) the registration or offering proposed to be disclosed in delayed or suspended would reasonably be expected to, if not delayed or suspended, have a current, quarterly material adverse effect on any pending negotiation or annual report under the Exchange Act and plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each case that, (i) if consummated, would be material to the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day periodCompany; provided, however, that the Company shall not defer or suspend its obligations in this manner be entitled to `exercise a Suspension (i) more than three times in twice during any 36012-day period; month period or (ii) for a period exceeding sixty (60) days on any one occasion. Each Holder who is notified by the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended a Suspension pursuant to this Section 2.1(a)(iv); 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (iiiand direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which that the use of any the Registration Statement or Prospectus may be resumed and, if applicable, is suspended pursuant furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to this withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 2(a)(iv3(b).

Appears in 2 contracts

Samples: Registration Rights Agreement (RLJ Entertainment, Inc.), Registration Rights Agreement (RLJ Entertainment, Inc.)

Suspensions. The Registration Rights Parties each acknowledge Up to two (2) times in any twelve (12) month period, and agree that for no more than ninety (90) days in the aggregate, upon receipt of giving prompt written notice from to the Sxxxx Family Stockholders, the Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Company determines in good faith that proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would require the Company to publicly disclose material non-public information in such Registration Statement or Prospectus so that it would not be materially misleading, the disclosure of which (i) would not be required to be made at such time but for the filing, effectiveness or use of such Registration Statement or Prospectus and (ii) would, in the good faith judgment of the Company, have a material adverse effect on the Company may suspend or on any pending negotiation or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction. Each Sxxxx Family Stockholder who is notified by the Company of a Suspension pursuant to this Section 4.6 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Stockholder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus and any other use of such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Resale Shelf Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 4.7(g). If the Company delays or suspends a Demand Registration, the Initiating Holder of such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it determines that in order for does so, such registration statement not to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report under the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use of the Resale Shelf Demand Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company Request shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) count against the Company shall suspend limitation on the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties number of such securities promptly thereafterInitiating Holder’s Demand Registrations set forth in Section 4.2(b). The Company shall immediately promptly notify the Registration Rights Parties in writing Sxxxx Family Stockholders of (i) the date on expiration of any period during which such suspension will begin pursuant to it exercised its rights under this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv)Section. The Effectiveness Period shall be extended by Company agrees that, in the amount event it exercises its rights under this Section, it shall, within sixty (60) days following the Stockholders’ receipt of time during which the use notice of any suspension, update the suspended Registration Statement is suspended pursuant as may be necessary to this Section 2(a)(iv)permit the Sxxxx Family Stockholders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Appears in 2 contracts

Samples: Stockholders' Agreement (First Interstate Bancsystem Inc), Stockholders Agreement (First Interstate Bancsystem Inc)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving no less than five (5) days’ prior written notice from to the CompanyHolders of Registrable Securities, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (a “Suspension”) if it the board of directors of the Company determines in good faith that in order for (i) proceeding with the filing, effectiveness or use of such registration statement not Registration Statement or Prospectus would reasonably be expected to contain an untrue statement require the Company to disclose any information the disclosure of which would have a material fact or omit to state a material fact necessary to make adverse effect on the statements contained therein not misleading, an amendment thereto Company and that the Company would be needed to include information that would at that time not otherwise be required to disclose at such time, (ii) the registration or offering proposed to be disclosed in delayed or suspended would reasonably be expected to, if not delayed or suspended, have a current, quarterly material adverse effect on any pending negotiation or annual report under the Exchange Act and plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each case that, if consummated, would be material to the Company or (iii) due to any other material event involving the Company or any of its subsidiaries, it would be inadvisable to effect the filing or use such Registration Statement or Prospectus. The Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 60 (sixty) days on any one occasion. Each Holder who is notified by the Company of a Suspension pursuant to this Section 6 shall suspend keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Resale Shelf Registration Statement for the shortest period of timeor Prospectus may be resumed and, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; providedif applicable, however, that is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 7(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) count against the Company shall suspend limitation on the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties number of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties Holder’s Demand Registrations set forth in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv2(b).

Appears in 2 contracts

Samples: Registration Rights Agreement (AZEK Co Inc.), Registration Rights Agreement (CPG Newco LLC)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving prompt written notice from to the CompanyHolders of Registrable Securities, Parent shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Board of Directors of Parent determines in good faith (after consultation with external legal counsel) that proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would require Parent to publicly disclose material non-public information in such Registration Statement or Prospectus so that it would not be materially misleading, the Company may suspend disclosure of which (i) would not be required to be made at such time but for the filing, effectiveness or use of such Registration Statement or Prospectus and (ii) would, in the good faith judgment of Parent’s Board of Directors, have a material adverse effect on Parent or on any pending negotiation or plan of Parent to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction; provided, that Parent shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding thirty (30) days on any one occasion, or (iii) for a period exceeding sixty (60) days during any 12-month period. Each Holder who is notified by Parent of a Suspension pursuant to this Section 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus and any other use of such Registration Statement or Prospectus until such time as it is advised in writing by Parent that the use of the Resale Shelf Registration Statement or Prospectus may be resumed and, if applicable, is furnished by Parent with a supplemented or amended Prospectus as contemplated by Section 8(g). If Parent delays or suspends a Demand Registration, the Initiating Holder of such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it determines that does so, such Demand Registration Request shall not count against the limitation on the number of such Initiating Holder’s Demand Registrations set forth in order for such registration statement not to contain an untrue statement Section 3(b). Parent shall promptly notify the Holders of a material fact or omit to state a material fact the expiration of any period during which it exercised its rights under this Section. Parent agrees that, in the event it exercises its rights under this Section, it shall, within thirty (30) days following the Holders’ receipt of the notice of suspension, update the suspended Registration Statement as may be necessary to make permit the statements contained therein not misleading, an amendment thereto would be needed Holders to include information that would at that time not otherwise be required to be disclosed resume use thereof in a current, quarterly or annual report under connection with the Exchange Act offer and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use sale of the Resale Shelf Registration Statement for the shortest period of time, but their Registrable Securities in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)accordance with applicable law.

Appears in 2 contracts

Samples: Registration Rights Agreement (Td Ameritrade Holding Corp), Registration Rights Agreement (Td Ameritrade Holding Corp)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving no less than five (5) days’ prior written notice from to the CompanyHolders of Registrable Securities, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (a “Suspension”) if it the board of directors of the Company determines in good faith that in order for (i) proceeding with the filing, effectiveness or use of such registration statement not Registration Statement or Prospectus would reasonably be expected to contain an untrue statement require the Company to disclose any information the disclosure of which would have a material fact or omit to state a material fact necessary to make adverse effect on the statements contained therein not misleading, an amendment thereto Company and that the Company would be needed to include information that would at that time not otherwise be required to disclose at such time, (ii) the registration or offering proposed to be disclosed in delayed or suspended would reasonably be expected to, if not delayed or suspended, have a current, quarterly material adverse effect on any pending negotiation or annual report under the Exchange Act and plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each case that, if consummated, would be material to the Company or (iii) due to any other material event involving the Company or any of its subsidiaries, it would be inadvisable to effect the filing or use such Registration Statement or Prospectus. The Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 60 (sixty) days on any one occasion. Each Holder who is notified by the Company of a Suspension pursuant to this Section 7 shall suspend keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Resale Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company delays or suspends a Demand Registration or Shelf Registration, the Holder that initiated such Demand Registration or Shelf Registration Statement for shall be entitled to withdraw its request. In the shortest period case of timea Demand Registration Request, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company such Demand Registration Request shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) count against the Company shall suspend limitation on the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties number of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties Holder’s Demand Registrations set forth in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv2(b).

Appears in 2 contracts

Samples: Registration Rights Agreement (Savers Value Village, Inc.), Registration Rights Agreement (Savers Value Village, Inc.)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt (a) Notwithstanding any other provision of written notice from the Companythis Agreement, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (including by withdrawing or declining to amend any Registration Statement or Prospectus that has been filed or by declining to take any other actions otherwise required hereunder with regard to any Registration Statement or Prospectus) (a “Suspension”) (a) at such times as are required by law (including the EU Market Abuse Regulation) as reasonably determined by the Company based on the advice of outside counsel, (b) if it the Company determines in good faith that in order for such registration statement not the participation of the Company would reasonably be expected to contain an untrue statement (i) require public disclosure of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include non-public information that would at that time not otherwise be required to be disclosed and (ii) such disclosure of material non-public information would have a material adverse effect on any pending negotiation to effect a material merger, acquisition, disposition, financing, reorganization, recapitalization or other similar extraordinary transaction or (c) within ninety (90) days after the effective date of any Piggyback Registration (each of (a), (b) and (c), a “Valid Suspension Reason”). The Company shall provide written notice to e& of the commencement and termination of any Suspension (and any withdrawal of a Registration Statement pursuant to this Section 6), which notice shall describe, to the extent permitted by applicable laws, the reasons therefor. After becoming aware of the existence of a Suspension pursuant to this Section 6, e& shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Holder making offers or sales of Registrable Securities to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in a current, quarterly or annual report under the Exchange Act and writing by the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend that the use of the Resale Shelf Registration Statement for or Prospectus may be resumed and, if applicable, is furnished by the shortest period Company with a supplemented or amended Prospectus as contemplated by Section 7(a)(vi). (b) Without the prior written consent of timee&, but in no event shall a Suspension or Suspensions be in effect for a period (x) an aggregate of more than 60 consecutive days or more than a total of 120 calendar days in any 360twelve-day period; providedmonth period or (y) more than five (5) days after the relevant Valid Suspension Reason ceases to exist. (c) Notwithstanding anything in this Agreement to the contrary, however, that the Company shall not defer be permitted to file a registration statement to register for sale, or suspend to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of, any of its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities either for its own account or that for the account of any other stockholder, in each case during such time security holder or holders for so long as the Resale Shelf Registration Statement a Suspension is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)effective.

Appears in 1 contract

Samples: Registration Rights Agreement (Emirates Telecommunications Group Co PJSC)

Suspensions. The Company may postpone, for up to 60 calendar days from the date of the Demand Registration Rights Parties each acknowledge Notice, Demand Shelf Takedown Notice or request for a Shelf Registration Statement, the filing or the effectiveness of a Registration Statement for a Demand Registration or Shelf Registration Statement or suspend the use of a Prospectus that is part of a Shelf Registration for up to 60 calendar days from the date of the Suspension Notice and agree that upon receipt therefore suspend sales of Registrable Securities included therein by providing written notice from to the Holders included in such registration if the Company shall have furnished to the Holders a certificate signed by the Chief Executive Officer (or other authorized officer) of the Company stating that the Company’s Board of Directors has determined in its reasonable good faith judgment that the offer or sale of Registrable Securities should be suspended. Notwithstanding the foregoing, the Company may suspend not invoke a delay pursuant to this Section ‎5(a) more than three times or for more than 120 calendar days in the use aggregate, in each case, in any 12-month period. The Company may invoke this Section ‎5(a) only if the Company’s Board of Directors determines in good faith, after consultation with its advisors or legal counsel, that the Resale Shelf Registration Statement if it determines offer or sale of Registrable Securities would reasonably be expected to: (i) have a Material Adverse Effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; or (ii) require premature disclosure of material non-public information (“MNPI”) that in order for such registration statement not to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report under the Exchange Act and the Company has a bona fide business purpose for not making such information publicpreserving as confidential. Furthermore, provided, that, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in be required to effect any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended registration pursuant to this Section 2.1(a)(iv); and (iii) Agreement while awaiting the Company shall use commercially reasonable efforts Commission to make such Resale Shelf declare the effectiveness of a Registration Statement available for of the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)Company.

Appears in 1 contract

Samples: Registration Rights Agreement (California Resources Corp)

Suspensions. (a) The Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Rights Parties each acknowledge and agree that upon receipt of written notice from the Company, Statement or Prospectus (a “Suspension”) if the Company may suspend delivers a certificate to the requesting Holder signed by an executive officer of the Company that it has determined in good faith that (i) proceeding with the filing, effectiveness or use of the Resale Shelf such Registration Statement if it determines or Prospectus would reasonably be expected to require the Company to disclose any material non-public information and that in order for such registration statement not to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto Company would be needed to include information that would at that time not otherwise be required to disclose at such time or (ii) the registration or offering proposed to be disclosed in delayed or suspended would reasonably be expected to, if not delayed or suspended, have a current, quarterly material adverse effect on any pending negotiation or annual report under the Exchange Act and plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each case that, (i) if consummated, would be material to the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day periodCompany; provided, however, that the Company shall not defer or suspend its obligations in this manner be entitled to exercise a Suspension (i) more than three times in twice during any 36012-day period; month period or (ii) for a period exceeding sixty (60) days on any one occasion. Each Holder who is notified by the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended a Suspension pursuant to this Section 2.1(a)(iv); 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (iiiand direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company shall that the use commercially reasonable efforts to make such Resale Shelf of the Registration Statement available for or Prospectus may be resumed. If the sale by Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration Rights Parties shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such securities promptly thereafter. The Holder’s Demand Registrations set forth in Section 3(a). (b) In addition to the foregoing, in no event shall the Company shall immediately notify the be required to file any Registration Rights Parties in writing of Statement, Prospectus or amendments thereto, or undertake any Underwritten Offering, (i) with respect to each of the date on which first, second and third fiscal quarters in a fiscal year, during any period starting with the second (2nd) to last Friday of the third month of such suspension will begin pursuant to this Section 2(a)(iv) quarter and ending the Monday following the Company’s regular release of earnings for such quarter, and (ii) with respect to the date on which fourth fiscal quarter in a fiscal year, during any period starting with the third (3rd) to last Friday of the third month of such suspension period will end pursuant quarter and ending the Monday following the Company’s regular release of earnings for such quarter (provided that if the quarterly blackout periods applicable to this Section 2(a)(ivdirectors or officers of the Company are reduced or eliminated from the periods set forth above, such reduction or elimination shall automatically apply to the periods set forth above and the Company shall promptly notify the Holders of any such reduction or elimination of the quarterly blackout periods applicable to its directors or officers). The Effectiveness Period Such periods shall be extended by not constitute Suspension periods for purposes of the amount of time during which the use of any Registration Statement is suspended pursuant to this frequency limitations described above in Section 2(a)(iv7(a).

Appears in 1 contract

Samples: Registration Rights Agreement (Fiserv Inc)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice from (a) Notwithstanding anything to the Companycontrary contained in this Agreement, the Company may shall be entitled, by providing written notice (a “Notice of Suspension”) to the Investor (provided that in no event shall such notice contain any material, non-public information unless notice is also being provided pursuant to Section 5.5 of the Purchase Agreement), to delay the filing or effectiveness of a Registration Statement or require the Investor to suspend the use of the Resale Shelf Prospectus for sales of Registrable Securities under an effective Registration Statement for a reasonable period of time not to exceed, combined with any other suspensions under this Agreement, sixty (60) consecutive days or ninety (90) days in the aggregate in any twelve (12)-month period (a “Suspension Period”) if the Board determines in good faith that such filing, effectiveness or use would (i) require the public disclosure of material non-public information concerning any material transaction or negotiations involving the Company that would interfere with such material transaction or negotiations or (ii) otherwise materially interfere with material financing plans, acquisition activities or business activities of the Company; provided, that if at the time of receipt of such notice by the Investor, such Investor shall have sold all or a portion of the Registrable Securities pursuant to an effective Registration Statement and the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then the Company shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities Laws by the time such Registrable Securities are scheduled to be delivered. Immediately upon receipt of a Notice of Suspension, the Investor shall discontinue the disposition of Registrable Securities under an effective Registration Statement and Prospectus relating thereto until the Suspension Period is terminated. (b) The Company agrees that it determines will terminate any Suspension Period as promptly as reasonably practicable and will promptly notify in writing the Investor, to the extent it still beneficially owns Registrable Securities, of such termination (provided that in order no event shall such notice contain any material, non-public information). After the expiration of any Suspension Period in the case of an effective Registration Statement, and without the need for any further request from the Investor, the Company shall, as applicable and as promptly as reasonably practicable, prepare a post-effective amendment or supplement to such registration statement Registration Statement, the relevant 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 Registration Statement or the Prospectus, as applicable, will not to contain include an untrue statement of a material fact or omit to state a any material fact necessary to make the statements contained therein therein, in the light of the circumstances under which they were made, not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report under the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv).

Appears in 1 contract

Samples: Securities Purchase Agreement (Sequans Communications)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice from Notwithstanding anything to the Companycontrary contained in this Agreement, the Company may shall be entitled, by providing prior written notice to the Selling Searchlight Parties, to delay the filing or effectiveness of any Registration Statement or require the Selling Searchlight Parties to suspend the use of any Prospectus for sales of Registrable Securities under an effective Registration Statement, from time to time, for a period of time not to exceed one hundred twenty (120) days in the Resale Shelf aggregate in any twelve (12)‑month period (a “Suspension Period”), if the Board of Directors of the Company (or the executive committee thereof) determines in its good faith judgment that such filing, effectiveness or use would (A) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company that would materially interfere with such transaction or negotiations, (B) require the public disclosure of some material non-public event that the Company has a bona fide business purpose for keeping confidential and the public disclosure of which would be materially detrimental to the Company or (C) materially interfere with the Company’s ability to consummate a financing or acquisition (including a securities offering the Company is conducting or actively pursuing with anticipated offering proceeds of at least $75,000,000 (other than in connection with any at-the-market offering or similar continuous offering program)), provided, that, if at the time of receipt of such notice the Selling Searchlight Parties shall have sold Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) pursuant to an effective Registration Statement, then the Company shall use its best efforts to take such action as is necessary to eliminate any restriction imposed by federal securities Laws on the timely delivery of such shares. Promptly, upon receipt of such notice, the Selling Searchlight Parties shall discontinue the disposition of Registrable Securities under an effective Registration Statement if and Prospectus relating thereto until such Suspension Period is terminated. The Company agrees that it determines that will terminate any such Suspension Period as promptly as reasonably practicable and will promptly notify the Selling Searchlight Parties of such termination. After the expiration of any Suspension Period in order for such registration statement the case of an effective Registration Statement, and without any further request from the Selling Searchlight Parties, the Company shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the 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 to contain include an untrue statement of a material fact or omit to state a any material fact necessary to make the statements contained therein therein, in the light of the circumstances under which they were made, not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in . If a current, quarterly or annual report under Suspension Period occurs during the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event Effectiveness Period for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; providedRegistration Statement, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by for a number of days equal to the amount total number of time days during which the use distribution of any Registrable Securities is suspended under this Section 4. If the Company notifies the Selling Searchlight Parties of a Suspension Period with respect to a Registration Statement is suspended requested pursuant to this Section 2(a)(iv)2(a) that has not yet been filed or declared effective, (A) the Selling Searchlight Parties may by notice to the Company withdraw such request without such request counting as a Demand Registration Request and (B) the Selling Searchlight Parties will be not obligated to reimburse the Company for Registration Expenses.

Appears in 1 contract

Samples: Registration Rights Agreement (Liberty Latin America Ltd.)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt (a) Notwithstanding any other provision of written notice from the Companythis Agreement, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (including by withdrawing or declining to amend any Registration Statement or Prospectus that has been filed or by declining to take any other actions otherwise required hereunder with regard to any Registration Statement or Prospectus) (a “Suspension”) (a) at such times as are required by law (including the EU Market Abuse Regulation) as reasonably determined by the Company based on the advice of outside counsel, (b) if it the Company determines in good faith that in order for such registration statement not the participation of the Company would reasonably be expected to contain an untrue statement (i) require public disclosure of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include non-public information that would at that time not otherwise be required to be disclosed and (ii) such disclosure of material non-public information would have a material adverse effect on any pending negotiation to effect a material merger, acquisition, disposition, financing, reorganization, recapitalization or other similar extraordinary transaction or (c) within ninety (90) days after the effective date of any Piggyback Registration (each of (a), (b) and (c), a “Valid Suspension Reason”). The Company shall provide written notice to e& of the commencement and termination of any Suspension (and any withdrawal of a Registration Statement pursuant to this Section 6), which notice shall describe, to the extent permitted by applicable laws, the reasons therefor. After becoming aware of the existence of a Suspension pursuant to this Section 6, e& shall keep the existence of such Suspension confidential and shall ​ immediately discontinue (and direct any other Holder making offers or sales of Registrable Securities to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in a current, quarterly or annual report under the Exchange Act and writing by the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend that the use of the Resale Shelf Registration Statement for or Prospectus may be resumed and, if applicable, is furnished by the shortest period Company with a supplemented or amended Prospectus as contemplated by Section 7(a)(vi). (b) Without the prior written consent of timee&, but in no event shall a Suspension or Suspensions be in effect for a period (x) an aggregate of more than 60 consecutive days or more than a total of 120 calendar days in any 360twelve-day period; providedmonth period or (y) more than five (5) days after the relevant Valid Suspension Reason ceases to exist. (c) Notwithstanding anything in this Agreement to the contrary, however, that the Company shall not defer be permitted to file a registration statement to register for sale, or suspend to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of, any of its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities either for its own account or that for the account of any other stockholder, in each case during such time security holder or holders for so long as the Resale Shelf Registration Statement a Suspension is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)effective.

Appears in 1 contract

Samples: Registration Rights Agreement (Vodafone Group Public LTD Co)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving no less than three (3) days’ prior written notice from to A/N and Liberty (such notice shall be deemed given to any and all Investor Holders and Selling Holders), the Company shall be entitled to delay or suspend the preparation, furnishing, filing, effectiveness or use of a Registration Statement or Prospectus or any offer or sale pursuant thereto (a “Suspension”) if the board of directors of the Company (excluding any director who was designated for nomination by A/N, if any A/N Holder is initiating or initiated the registration or offering that is proposed to be delayed or suspended, and excluding any director who was designated for nomination by Liberty, if any Liberty Holder is initiating or initiated the registration or offering that is proposed to be delayed or suspended) determines in its good faith judgment that (i) proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would reasonably be expected to require the Company to disclose any information, the disclosure of which would have an adverse effect on the Company, and that the Company may suspend the use of the Resale Shelf Registration Statement if it determines that in order for such registration statement not to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to disclose at such time or (ii) the registration or offering proposed to be disclosed in a currentdelayed or suspended would reasonably be expected to, quarterly if not delayed or annual report under the Exchange Act and suspended, have an adverse effect on any transaction, negotiation or plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, thatdisposition, (i) financing, reorganization, recapitalization or other similar transaction. Each Investor Holder who is notified by the Company of a Suspension pursuant to this Section 6, and each other Holder who is deemed notified or notified by the applicable Investor Holder of a Suspension pursuant to this Section 6, shall suspend keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Prospectus until such time as it is advised in writing by the Company that the use of the Resale Shelf Registration Statement for the shortest period of timeProspectus may be resumed and, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; providedif applicable, however, that is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 7(g). If the Company delays or suspends a Registration, the Investor Holder that initiated such Registration shall be entitled, prior to the time of the effectiveness of the related Registration Statement, to withdraw its Registration Request and, if it does so, such Registration Request shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) count against the Company shall suspend limitation on the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties number of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties Investor Holder’s Registrations set forth in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv2(b). The Effectiveness Period Without limiting the foregoing, the Investor Holders shall be extended by give notice of a Suspension to the amount applicable Selling Holders as promptly as practicable after receiving notice of time during which a Suspension from the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Charter Communications, Inc. /Mo/)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of (a) Upon giving no less than five (5) days’ prior written notice from to the CompanyHolders of Registrable Securities, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (a “Suspension”) if it the board of directors of the Company determines in good faith that in order for (i) proceeding with the filing, effectiveness or use of such registration statement not Registration Statement or Prospectus would reasonably be expected to contain an untrue statement require the Company to disclose any information the disclosure of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto which would be needed materially adverse to include information the Company and that the Company would at that time not otherwise be required to disclose at such time or (ii) the registration or offering proposed to be disclosed in a currentdelayed or suspended would reasonably be expected to, quarterly if not delayed or annual report under the Exchange Act and suspended, have an adverse effect on any pending negotiation or plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each case that, (i) if consummated, would be material to the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day periodCompany; provided, however, that the Company shall not defer or suspend its obligations in this manner be entitled to exercise a Suspension (i) more than three times in twice during any 360-day period; twelve (12)-month period or (ii) for a period exceeding sixty (60) days on any one occasion. (b) If the Company shall suspend suspends the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts Selling Holders’ rights to make such Resale Shelf Registration Statement available for sales pursuant hereto, the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension applicable registration period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount number of time during which days of such suspension. Notwithstanding the use terms of any this Section 8, the Company may not delay the filing or effectiveness of the Shelf Registration Statement beyond the periods specified in Section 2. Each Holder who is suspended notified by the Company of a Suspension pursuant to this Section 2(a)(iv8 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 9(g). The Company shall promptly (and in any event within two (2) Business Days) notify the Holders upon termination of any Suspension, and amend or supplement the Demand Registration Statement or Prospectus, if necessary, so it does not contain any untrue statement or omission. Following a Suspension by the Company, a Holder that had requested a part or all of its Registrable Securities to be included in an offering of Registrable Securities shall be entitled to withdraw such request, as applicable, and, if it does so, such request shall not count, to the extent it would otherwise would, against the limitation on the number of such Holder’s requests set forth in Section 3(b) or Section 4(b).

Appears in 1 contract

Samples: Registration Rights Agreement (Key Energy Services Inc)

Suspensions. (a) The Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Rights Parties each acknowledge and agree that upon receipt of written notice from the Company, Statement or Prospectus (a “Suspension”) if the Company may suspend delivers a certificate to the requesting Holder signed by an executive officer of the Company that it has determined in good faith that (i) proceeding with the filing, effectiveness or use of the Resale Shelf such Registration Statement if it determines that in order for such registration statement not or Prospectus would reasonably be expected to contain an untrue statement of a require the Company to disclose material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include non-public information that the Company would at that time not otherwise be required to disclose at such time or (ii) the registration or offering proposed to be disclosed in delayed or suspended would reasonably be expected to, if not delayed or suspended, have a current, quarterly material adverse effect on any pending negotiation or annual report under the Exchange Act and plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, thatdisposition, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of timefinancing, but in no event for a period of more than 60 consecutive days reorganization, recapitalization or more than a total of 120 calendar days in any 360-day periodother similar transaction; provided, however, that the Company shall not defer be entitled to exercise a Suspension for a period exceeding sixty (60) days on any one occasion or suspend its obligations in this manner on more than three times two (2) occasions in any 360-day one year period, or to exercise a Suspension at any time when directors and officers are not prohibited by the Company from engaging in transactions in the Company’s securities; (ii) and provided further that the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell register any securities for sale for its own account or that of any other stockholder, in each case shareholder during such time as any Suspension. Each Holder who is notified by the Resale Shelf Registration Statement is suspended Company of a Suspension pursuant to this Section 2.1(a)(iv3 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed. If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of Demand Registrations set forth in Section 2(a); . (b) In addition to the foregoing, in no event shall the Company be required to file any Registration Statement, Prospectus or amendments thereto during the Company’s quarterly blackout periods beginning on the fifteenth calendar day of the last month in each quarter and ending one full trading day following the Company’s regular release of earnings for such quarter (iii) provided, that if the quarterly blackout periods applicable to directors or officers of the Company are reduced, increased or eliminated from the periods set forth above, such reduction, increase or elimination shall automatically apply to the periods set forth above and the Company shall use commercially reasonable efforts promptly notify the Holders of any such reduction, increase or elimination of the quarterly blackout periods applicable to make such Resale Shelf its directors or officers). Each Holder agrees to discontinue making offers and sales of Registrable Securities pursuant to a Demand Registration Statement available or Prospectus during any such quarterly blackout period. Such periods shall not constitute Suspension periods for purposes of the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties frequency limitations described above in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv3(a).

Appears in 1 contract

Samples: Registration Rights Agreement (Rent a Center Inc De)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice from Notwithstanding anything to the Companycontrary contained in this Agreement, the Company may shall be entitled, by providing written notice to Purchaser, to delay the filing or effectiveness of a Registration Statement or require Purchaser to suspend the use of the Resale Shelf Prospectus for sales of Registrable Securities under an effective Registration Statement if it determines that in order for such registration statement a reasonable period of time not to contain exceed one hundred twenty (120) consecutive days or one hundred eighty (180) days in the aggregate in any twelve (12)-month period (a “Suspension Period”), if the Board of Directors of the Company (or the executive committee thereof) determines in good faith that such filing, effectiveness or use would (A) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company that would interfere with such transaction or negotiations or (B) otherwise interfere with financing plans, acquisition activities or business activities of the Company, provided, that, if at the time of receipt of such notice Purchaser shall have sold Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) pursuant to an effective Registration Statement and the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then the Company shall use its commercially reasonable best efforts to take such action as to eliminate any restriction imposed by federal securities Laws on the timely delivery of such shares. Immediately upon receipt of such notice, Purchaser shall discontinue the disposition of Registrable Securities under an effective Registration Statement and Prospectus relating thereto until such Suspension Period is terminated. The Company agrees that it will terminate any such Suspension Period as promptly as reasonably practicable and will promptly notify Purchaser of such termination. After the expiration of any Suspension Period in the case of an effective Registration Statement, and without any further request from Purchaser, the Company shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the 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 a any material fact necessary to make the statements contained therein therein, in the light of the circumstances under which they were made, not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in . If a current, quarterly or annual report under Suspension Period occurs during the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event Effectiveness Period for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; providedRegistration Statement, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by for a number of days equal to the amount total number of time days during which the use distribution of any Registrable Securities is suspended under this Section 4. If the Company notifies Purchaser of a Suspension Period with respect to a Registration Statement is suspended requested pursuant to this Section 2(a)(iv)2(a) that has not yet been filed or declared effective, (A) Purchaser may by notice to the Company withdraw such request without such request counting as a Demand Request and (B) Purchaser will be not obligated to reimburse the Company for any of its out-of-pocket expenses, including Registration Expenses.

Appears in 1 contract

Samples: Registration Rights Agreement (Liberty Broadband Corp)

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice Company may postpone, for up to 90 calendar days from the Companydate of the Demand Registration Notice, Demand Shelf Takedown Notice, Block Sale Notice or request for a Shelf Registration Statement, the Company may filing or the effectiveness of a Registration Statement for a Demand Registration or Shelf Registration Statement or suspend the use of the Resale a Prospectus that is part of a Shelf Registration Statement if it determines that for up to 90 calendar days from the date of the Suspension Notice and therefore suspend sales of Registrable Securities included therein by providing written notice to the Holders included in order for such registration statement if the Company shall have furnished to the Holders a certificate signed by the Chief Executive Officer (or other authorized officer) of the Company stating that the Company’s Board of Directors has determined in its reasonable good faith judgment that the offer or sale of Registrable Securities should be suspended; provided that the Company may not invoke a delay pursuant to contain an untrue statement this Section 5(a) more than twice or for more than 120 calendar days in the aggregate, in each case, in any 12-month period. The Company may invoke this Section 5(a) only if the Company’s Board of Directors determines in good faith, after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to: (i) have a Material Adverse Effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material fact acquisition of assets or omit to state a stock (other than in the ordinary course of business) or any material fact necessary to make merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the statements contained therein not misleading, an amendment thereto would be needed to include Company or any of its subsidiaries; or (ii) require premature disclosure of material non-public information (“MNPI”) that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report under the Exchange Act and the Company has a bona fide business purpose for not making such information publicpreserving as confidential. Furthermore, provided, that, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in be required to effect any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended registration pursuant to this Section 2.1(a)(iv); and (iii) Agreement while awaiting the Company shall use commercially reasonable efforts Commission to make such Resale Shelf Registration Statement available for declare the sale by effectiveness of a registration statement of the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)Company.

Appears in 1 contract

Samples: Backstop Commitment Agreement (C&J Energy Services Ltd.)