Common use of Allowed Delay Clause in Contracts

Allowed Delay. For not more than ten (10) consecutive business days, and for not more than an aggregate of twenty (20) business days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement that covers the resale of Warrant Shares in the event that the Company determines in good faith that such suspension is necessary (A) to delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time would be, in the good faith opinion of the Company, materially detrimental to the Company or (B) 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 (an “Allowed Delay”); provided, that the Company shall promptly (i) notify each Investor in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (ii) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (iii) use commercially reasonable best efforts to terminate an Allowed Delay as promptly as practicable.

Appears in 6 contracts

Samples: Warrant Agreement (As Seen on TV, Inc.), Security Agreement (As Seen on TV, Inc.), Security Agreement (As Seen on TV, Inc.)

AutoNDA by SimpleDocs

Allowed Delay. For not more than ten (10) consecutive business days, and for not more than an aggregate of twenty (20) business consecutive days or for a total of not more than thirty (30) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement that covers the resale of Warrant Shares contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) to delay the disclosure of material non-public nonpublic information concerning the Company, the disclosure of which at the time would beis not, in the good faith opinion of the Company, materially detrimental to in the best interests of the Company or (B) 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 (an “Allowed Delay”); provided, that the Company shall promptly (ia) notify each the Investor in writing of the commencement of (and the reasons for termination) of an Allowed Delay, but shall not (without the prior written consent of an the Investor) disclose to such the Investor any material non-public nonpublic information giving rise to an Allowed Delay, (iib) advise the Investors Investor in writing to cease all sales under the such Registration Statement until the end of the Allowed Delay Delay, and (iiic) use commercially reasonable best efforts to terminate an Allowed Delay as promptly as practicable.

Appears in 3 contracts

Samples: Registration Rights Agreement (Next.e.GO N.V.), Registration Rights Agreement (Next.e.GO N.V.), Registration Rights Agreement (Next.e.GO N.V.)

Allowed Delay. For not more than ten (10) consecutive business days, and for not more than an aggregate of twenty (20) business days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement that covers the resale of Warrant Shares contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary (A) to delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time would be, in the good faith opinion of the Company, materially detrimental to the Company or (B) 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 (an “Allowed Delay”); provided, that the Company shall promptly (i) notify each Investor in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (ii) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (iii) use commercially reasonable best efforts to terminate an Allowed Delay as promptly as practicable.

Appears in 2 contracts

Samples: Warrant Agreement (H & H Imports, Inc.), Warrant Agreement (As Seen on TV, Inc.)

AutoNDA by SimpleDocs

Allowed Delay. For not more than ten (10) consecutive business days, and for not more than an aggregate of twenty (20) business days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement that covers the resale of Warrant Shares in the event that the Company determines in good faith that such suspension is necessary (A) to delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time would be, in the good faith opinion of the Company, materially detrimental to the Company or (B) 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 (an “Allowed Delay”); provided, that the Company shall promptly (i) notify each Investor Holder in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of an Investora Holder) disclose to such Investor Holder any material non-public information giving rise to an Allowed Delay, (ii) advise the Investors Holders in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (iii) use commercially reasonable best efforts to terminate an Allowed Delay as promptly as practicable.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Victory Electronic Cigarettes Corp), Common Stock Purchase Warrant (WaferGen Bio-Systems, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!