Common use of Restrictions on Registration Clause in Contracts

Restrictions on Registration. Notwithstanding anything herein to the contrary, BCI shall not be obligated to effect the Demand Registration within 180 days after the effective date of a previous registration statement in which the holders of Registrable Securities were given piggyback rights pursuant to paragraph 2 and in which there was no reduction in the number of Registrable Securities requested to be included. BCI may postpone for up to 180 days the filing or the effectiveness of a registration statement for the Demand Registration if BCI determines in its reasonable good faith judgment that the Demand Registration would reasonably be expected to have an adverse effect on BCI or its subsidiaries or on any proposal or plan by BCI or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction; provided that in such event, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as the permitted Demand Registration hereunder and BCI shall pay all Registration Expenses in connection with such abandoned registration.

Appears in 2 contracts

Sources: Registration Rights Agreement (Boston Chicken Inc), Registration Rights Agreement (Boston Chicken Inc)

Restrictions on Registration. Notwithstanding anything herein to the contrary, BCI shall not be obligated to effect the Demand Registration within 180 days after the 15 effective date of a previous registration statement in which the holders of Registrable Securities were given piggyback rights pursuant to paragraph 2 and in which there was no reduction in the number of Registrable Securities requested to be included. BCI may postpone for up to 180 days the filing or the effectiveness of a registration statement for the Demand Registration if BCI determines in its reasonable good faith judgment that the Demand Registration would reasonably be expected to have an adverse effect on BCI or its subsidiaries or on any proposal or plan by BCI or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction; provided that in such event, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as the permitted Demand Registration hereunder and BCI shall pay all Registration Expenses in connection with such abandoned registration.

Appears in 1 contract

Sources: Warrant Purchase Agreement (Boston Chicken Inc)