Common use of Allowable Delays Clause in Contracts

Allowable Delays. On no more than two occasions in any twelve (12)-month period for not more than sixty (60) consecutive days or for a total of not more than one-hundred and twenty (120) days in any such twelve (12)-month period, the Company may delay the effectiveness of the Resale Shelf Registration Statement or any other Registration Statement, or suspend the use of any Prospectus included in any Registration Statement, in the event that the Company determines in good faith that such delay or suspension (A) is necessary to delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; (B) is necessary to amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading; (C) is in the best interest of the Company and its stakeholders generally due to a pending securities offering by the Company or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation, refinancing or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of such transaction in such Prospectus; or (D) that such registration or use of any Prospectus that is included in any Registration Statement would render the Company unable to comply with applicable securities laws (each, an “Allowed Delay”); provided, that the Company shall promptly (i) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of a Holder) disclose to such Holder any material non-public information giving rise to an Allowed Delay, (ii) advise the Holders in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (iii) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Allowable Delays. On no more than two (2) occasions in any twelve (12)-month period for not more than sixty thirty (6030) consecutive days or for a total of not more than one-hundred and twenty sixty (12060) days in any such twelve (12)-month perioddays, the Company may delay the effectiveness of the Resale Shelf Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectus prospectus included in any Registration Statement, in the event that the Company determines Board of Directors reasonably determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary (A) in connection with the negotiation or consummation of a material transaction by the Company that is necessary to delay pending that would require additional disclosure by the disclosure Company in the Registration Statement of material non-public information concerning that the Company, Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the Company; Registration Statement to fail to comply with applicable disclosure requirements, or (B) is necessary to amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading; misleading (C) is in the best interest of the Company and its stakeholders generally due to a pending securities offering by the Company or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation, refinancing or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of such transaction in such Prospectus; or (D) that such registration or use of any Prospectus that is included in any Registration Statement would render the Company unable to comply with applicable securities laws (each, an “Allowed Delay”); provided, that the Company shall promptly (ia) notify each Holder Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of a Holderan Investor) disclose to such Holder Investor any material non-public information giving rise to an Allowed Delay, (iib) advise the Holders Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (iiic) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section ‎2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), the Company shall not deliver any notices pursuant to this Section ‎2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice.