Common use of Deferral of Filing Clause in Contracts

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required hereunder until a date not later than 45 days after the Required Filing Date if (a) at the time the Company receives the Demand Request, the Company or its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders. A deferral of the filing of a registration statement pursuant to this Section 8.8 shall be lifted, and the requested registration statement shall be filed forthwith, if the negotiations or other activities are disclosed or terminated. In order to defer the filing of a registration statement pursuant to this Section 8.8, the Company shall promptly, upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by the President or Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 8.8 and the basis therefor in reasonable detail. Within 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Demand Holders and for which registration was previously requested may withdraw such request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 8.8 only once in any 12-month period.

Appears in 2 contracts

Sources: Stockholders Agreement (Aki Inc), Stockholders Agreement (Aki Holding Corp)

Deferral of Filing. The If a Material Disclosure Event exists as of the time the filing of a registration statement is otherwise required by Section 2(b), the Company may defer the such filing (but not the preparation) of a such registration statement required hereunder until a date not later than 45 150 days after the Required Filing Date if (a) at the time the Company receives the Demand Request, the Company or its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholdersDate. A deferral of the filing of a registration statement pursuant to this Section 8.8 2(b)(v) shall be lifted, and the requested registration statement shall be filed forthwith, if the negotiations or other activities are disclosed or terminatedMaterial Disclosure Event ceases. In order to defer the filing of a registration statement pursuant to this Section 8.82(b)(v), the Company shall promptlypromptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder Requesting Stockholder a certificate signed by the President or Chief Executive Officer an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 8.8 2(b)(v) and a general statement of the basis therefor reason for such deferral (which statement need not include any information which, in reasonable detailthe opinion of the Company, constitutes material, nonpublic information) and an approximation of the anticipated delay. Within 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held beneficially owned by the Demand Holders Requesting Stockholders and for which registration was previously requested may withdraw such request Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 8.8 only once in any 12-month period.

Appears in 2 contracts

Sources: Registration Rights Agreement (Samuels Jewelers Inc), Registration Rights Agreement (Samuels Jewelers Inc)

Deferral of Filing. The Notwithstanding anything to the contrary in this Agreement, the Company may defer the filing (but not the preparation) of a registration statement required hereunder by Section 3 until a date not later than 45 60 days (less the number of days during the previous twelve months that the use of a prospectus was suspended pursuant to this Section 5 or Section 11(a)) after the Required Filing Date date of receipt by the Company of a request for a Demand Registration if (a) at the time the Company receives the Demand Request, the Company or its Subsidiaries are such request it is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), ) and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholdersshareholders. A deferral of Any registration statement the filing of a registration statement which is deferred pursuant to this Section 8.8 shall be lifted, and the requested registration statement foregoing shall be filed forthwith, forthwith if the negotiations or other activities are disclosed or terminated. In order to defer the filing of a registration statement pursuant to this Section 8.85, the Company shall promptly, upon determining to seek such deferral, deliver to each Demand Holder requesting holder a certificate signed by the President or Chief Executive Financial Officer of the Company stating that the Company is deferring such filing pursuant to in accordance with this Section 8.8 and the basis therefor in reasonable detail5. Within 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Demand Holders and for which registration was previously requested requesting holder may withdraw such request by giving notice to the Company; , and, if withdrawn, the request for a Demand Request Registration shall be deemed not to have been made for all purposes of this Agreement. The , provided that the Company may defer the filing of a particular registration statement pursuant to this Section 8.8 only the foregoing not more than once in during any 12-twelve month period.

Appears in 2 contracts

Sources: Registration Rights Agreement (Input Output Inc), Registration Rights Agreement (SCF Iv Lp)

Deferral of Filing. The If a Material Disclosure Event exists as of the time the filing of a registration statement is otherwise required by Section 2(b), the Company may defer the such filing (but not the preparation) of a such registration statement required hereunder until a date not later than 45 120 days after the Required Filing Date if (a) at the time the Company receives the Demand Request, the Company or its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholdersDate. A deferral of the filing of a registration statement pursuant to this Section 8.8 2(b)(v) shall be lifted, and the requested registration statement shall be filed forthwith, if the negotiations or other activities are disclosed or terminatedMaterial Disclosure Event ceases. In order to defer the filing of a registration statement pursuant to this Section 8.82(b)(v), the Company shall promptlypromptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder Requesting Stockholder a certificate signed by the President or Chief Executive Officer an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 8.8 2(b)(v) and a general statement of the basis therefor in reasonable detailreason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held (measured by number of shares with respect to the Shares and principal amount with respect to the New Notes) beneficially owned by the Demand Holders Requesting Stockholders and for which registration was previously requested may withdraw such request Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 8.8 only once in any 12-month period.

Appears in 1 contract

Sources: Registration Rights Agreement (Edison Brothers Stores Inc)

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required hereunder by Section 2 until a date not later than 45 90 days after the Required Filing Date if (a) if, at the time the Company receives the Demand Request, the Company or its Subsidiaries subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders. A deferral of the filing of a registration statement pursuant to this Section 8.8 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if the negotiations or other activities are disclosed or terminated. In order to defer the filing of a registration statement pursuant to this Section 8.84(c), the Company shall promptly, upon determining to seek such deferral, deliver to each Demand Holder Clear Channel a certificate signed by the President or Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 8.8 4(c) and the basis therefor in reasonable detail. Within 20 days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Demand Holders and for which registration was previously requested may withdraw such request by giving notice to the Company; if . If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 8.8 4(c) only once in any 12-month periodonce.

Appears in 1 contract

Sources: Registration Rights Agreement (Heftel Broadcasting Corp)