Common use of Timing and Other Limitations Clause in Contracts

Timing and Other Limitations. (a) No request shall be made with respect to any registration pursuant to Section 3.2 within one hundred twenty (120) days immediately following the effective date of any registration statement filed pursuant to this Article III. (b) If the Company shall furnish to the Holders of Registrable Securities requesting a registration pursuant to Section 3.2 a certificate signed by a majority of the Board of Directors stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore advisable to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the registration statement for a period of not more than one hundred twenty (120) days and the request pursuant to Section 3.2 then made shall not be counted for purposes of determining the number of registrations pursuant to Section 3.2; PROVIDED, HOWEVER, that the Company may not utilize such right more than once in any twelve-month period.

Appears in 2 contracts

Samples: Stockholders Agreement (Carters Inc), Stockholders Agreement (Carter Holdings Inc)

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Timing and Other Limitations. (a) No request shall be made with respect to any registration pursuant to Section 3.2 2.2 within one hundred twenty (120) days immediately following the effective date of any registration statement filed pursuant to this Article IIIby the Company. (b) If the Company shall furnish to the Holders of Registrable Securities requesting a registration pursuant to Section 3.2 2.2 a certificate signed by a majority of the Board of Directors stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore advisable to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the registration statement for a period of not more than one hundred twenty (120) days and the request pursuant to Section 3.2 2.2 then made shall not be counted for purposes of determining the number of registrations pursuant to Section 3.22.2; PROVIDEDprovided, HOWEVERhowever, that the Company may not utilize such right more than once in any twelve-month period.

Appears in 2 contracts

Samples: Registration and Information Rights Agreement (Amscan Holdings Inc), Registration and Information Rights Agreement (Party City Holdings Inc.)

Timing and Other Limitations. (a) No request shall be made with respect to any registration pursuant to Section 3.2 within one hundred twenty (120) days immediately following the effective date of any registration statement filed pursuant to this Article IIIby the Company. (b) If the Company shall furnish to the Holders of Registrable Securities requesting a registration pursuant to Section 3.2 a certificate signed by a majority of the Board of Directors stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore advisable to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the registration statement for a period of not more than one hundred twenty (120) days and the request pursuant to Section 3.2 then made shall not be counted for purposes of determining the number of registrations pursuant to Section 3.2; PROVIDEDprovided, HOWEVERhowever, that the Company may not utilize such right more than once in any twelve-month period.

Appears in 2 contracts

Samples: Stockholders Agreement (Amscan Holdings Inc), Stockholders Agreement (Party City Holdings Inc.)

Timing and Other Limitations. (a) No request shall be made with respect to any registration pursuant to Section 3.2 2.2 within one hundred twenty (120) days immediately following the effective date of any registration statement filed pursuant to this Article IIIby the Company (other than a registration statement on Form S-8 or Form S-4 or similar limited purpose form). (b) If the Company shall furnish to the Holders of Registrable Securities requesting a registration pursuant to Section 3.2 2.2 a certificate signed by a majority of the Board of Directors stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore advisable to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the registration statement for a period of not more than one hundred twenty (120) days and the request pursuant to Section 3.2 2.2 then made shall not be counted for purposes of determining the number of registrations pursuant to Section 3.22.2; PROVIDEDprovided, HOWEVERhowever, that the Company may not utilize such right more than once in any twelve-month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Mattress Firm Holding Corp.)

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Timing and Other Limitations. (a) No request shall be made with respect to any registration pursuant to Section 3.2 or Section 3.3 hereof within one hundred and twenty (120) days immediately following the effective date of any registration statement filed pursuant to this Article III. (b) If the Company shall furnish to the Holders of Registrable Securities requesting a registration pursuant to Section 3.2 or Section 3.3 hereof a certificate signed by a majority of the Board of Directors of the Company stating that in the good faith judgment of the Board of DirectorsDirectors of the Company, it would be seriously detrimental to the Company or its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore advisable to defer the filing of such registration statement, then the Company shall have the right to defer the filing of the registration statement for a period of not more than one hundred twenty (120) 120 days and the request pursuant to Section 3.2 or Section 3.3 then made shall not be counted for purposes of determining the number of registrations pursuant to Section 3.23.2 or Section 3.3 hereof; PROVIDEDprovided, HOWEVERhowever, that the Company may not utilize such right more than once in any twelve-month period.

Appears in 1 contract

Samples: Stockholders Agreement (Bare Escentuals Inc)

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