Common use of Allowed Delay Clause in Contracts

Allowed Delay. The Company may delay the disclosure of material non-public information, and suspend the availability of the Registration Statement, for no more than twenty (20) calendar days in any twelve (12) month period, in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of directors (A) has determined, upon the advice of counsel, that such information would be required to be disclosed in an offering registered under the Securities Act and (B) reasonably deems it in the Company’s best interests not to disclose such information publicly (an “Allowed Delay”). In addition, until the Company becomes eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an “Updating Amendment”), the Company may also suspend the availability of the Registration Statement until such Updating Amendment is declared effective and any such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five (5) Business Days following the event or circumstance requiring such amendment and the Company promptly responds to any comments made thereon by the staff of the Commission. The Company shall promptly (i) notify each Holder in writing of the existence of material non-public information giving rise to an Allowed Delay (but in no event, without the prior written consent of such Holder, shall the Company disclose to such Holder any of the facts or circumstances regarding any material non-public information), (ii) advise each Holder in writing to cease all sales under the Registration Statement until the termination of the Allowed Delay and (iii) notify each Holder in writing immediately upon the termination or expiration of an Allowed Delay.

Allowed Delay. The Company may delay the disclosure of material non-public information, and suspend the availability of the Registration Statement, for no more than twenty thirty (2030) calendar days in any twelve (12) month period, in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of directors directors: (Ai) has determined, upon the advice of counsel, that such information would be required to be disclosed in an offering registered under the Securities Act Act; and (Bii) reasonably deems it in the Company’s best interests not to disclose such information publicly (an “Allowed Delay”). In addition, until the Company becomes eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an “Updating Amendment”), the Company may also suspend the availability of the Registration Statement until such Updating Amendment is declared effective and any such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five (5) Business Days following the event or circumstance requiring such amendment and the Company promptly responds to any comments made thereon by the staff of the Commission. The Company shall promptly promptly: (i) notify each Holder Investor in writing of the existence of material non-public information giving rise to an Allowed Delay (but in no event, without the prior written consent of such HolderInvestor, shall the Company disclose to such Holder Investor any of the facts or circumstances regarding any material non-public information), ; (ii) advise each Holder Investor in writing to cease all sales under the Registration Statement until the termination of the Allowed Delay Delay; and (iii) notify each Holder Investor in writing immediately upon the termination or expiration of an Allowed Delay.

Allowed Delay. The Company may delay the disclosure of material non-public information, and suspend the availability of the Registration Statement, for no For not more than twenty thirty (2030) calendar consecutive days or for a total of not more than sixty (60) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Agreement in the event that the Company determines in good faith that such suspension is necessary to (i) delay the disclosure of a proposed merger, reorganization or similar transaction involving material non-public information concerning the Company, as long as its board the disclosure of directors which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (Aii) has determined, upon amend or supplement the advice of counsel, affected Registration Statement or the related Prospectus so that such information would be Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be disclosed in an offering registered under stated therein or necessary to make the Securities Act and (B) reasonably deems it statements therein, in the Company’s best interests case of the Prospectus in light of the circumstances under which they were made, not to disclose such information publicly misleading (an “Allowed Delay”). In addition; provided, until that the Company becomes eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an “Updating Amendment”), the Company may also suspend the availability of the Registration Statement until such Updating Amendment is declared effective and any such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five (5) Business Days following the event or circumstance requiring such amendment and the Company promptly responds to any comments made thereon by the staff of the Commission. The Company shall promptly (iA) notify each Holder in writing of the existence 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 (but in no event, without the prior written consent of such Holder, shall the Company disclose to such Holder any of the facts or circumstances regarding any material non-public information)Delay, (iiB) advise each Holder the Holders in writing to cease all sales under the Registration Statement until the termination end of the Allowed Delay and (iiiC) notify use commercially reasonable efforts to terminate an Allowed Delay described in clause 6(e)(ii) above as promptly as practicable. Upon a receipt of the notice described in clause 6(e)(A) above, each Holder shall refrain from selling or otherwise transferring or disposing of any Registrable Securities then held by such Holder until such Holder receives notice from the Company that the Allowed Delay is no longer in writing immediately upon effect. The Company may impose stop-transfer instructions to enforce any required agreement of the termination or expiration of an Allowed DelayHolders under this Section 6(e).

Allowed Delay. The Company may delay the disclosure of material -------------- non-public information, and suspend the availability of the a Registration Statement, for no more than (i) five (5) consecutive Business Days or (ii) twenty (20) calendar days in any twelve (12) month period, in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of directors (A) has determined, upon the advice of counsel, that such information would be required to be disclosed in an offering registered under the Securities Act and (B) reasonably deems it in the Company’s 's best interests not to disclose such information publicly (an “"Allowed Delay”"). ------------- In addition, until unless the Company becomes is eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to the a Registration Statement for the purpose of updating the such Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an “"Updating -------- Amendment”"), the Company may also suspend the availability of the such Registration --------- Statement until such Updating Amendment is declared effective and any such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five (5) Business Days following the event or circumstance requiring such amendment and the Company promptly responds to any comments made thereon by the staff of the Commission. The Company shall promptly (i) notify each Holder in writing of the existence of material non-public information giving rise to an Allowed Delay (but in no event, without the prior written consent of such Holder, shall the Company disclose to such Holder any of the facts or circumstances regarding any material non-public information), (ii) advise each Holder in writing to cease all sales under the each available Registration Statement until the termination of the Allowed Delay and (iii) notify each Holder in writing immediately upon the termination or expiration of an Allowed Delay.

Allowed Delay. The Company may delay the disclosure of material non-public information, and suspend the availability of the Registration Statement, for no more than (i) five (5) consecutive Business Days (each such five Business Day period to be separated by at least five Business Days from the next such period, and such period, together with any other days on which the availability of the Registration Statement is suspended, not to exceed twenty (20) calendar days in the aggregate in any twelve (12) month period) or (ii) twenty (20) calendar days in any twelve (12) month period, in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of directors (A) has determined, upon the advice of counsel, that such information would be required to be disclosed in an offering registered under the Securities Act and (B) reasonably deems it in the Company’s best interests not to disclose such information publicly (an “Allowed Delay”). In addition, until the Company becomes eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an “Updating Amendment”), the Company may also suspend the availability of the Registration Statement until such Updating Amendment is declared effective and any such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five fifteen (515) Business Days following the event or circumstance requiring such amendment and the Company promptly responds to any comments made thereon by the staff of the Commission. The Company shall promptly (i) notify each Holder in writing of the existence of material non-public information giving rise to an Allowed Delay (but in no event, without the prior written consent of such Holder, shall the Company disclose to such Holder any of the facts or circumstances regarding any material non-public information), (ii) advise each Holder in writing to cease all sales under the Registration Statement until the termination of the Allowed Delay and (iii) notify each Holder in writing immediately upon the termination or expiration of an Allowed Delay.

Allowed Delay. The Company shall notify Assignee of the happening of any event, of which the Company has knowledge, without adequate disclosure of which would render the prospectus included in any registration statement, as then in effect, to include an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use reasonable efforts promptly to prepare a supplement or amendment to any registration statement to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to Assignee as it may reasonably request; provided that, for not more than 30 consecutive days, the Company may delay the disclosure of material non-public informationinformation concerning the Company (as well as prospectus or registration statement updating), and suspend the availability disclosure of which at the Registration Statement, for no more than twenty (20) calendar days in any twelve (12) month periodtime is not, in the event good faith opinion of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of directors (A) has determined, upon the advice of counsel, that such information would be required to be disclosed in an offering registered under the Securities Act and (B) reasonably deems it in the Company’s best interests not to disclose such information publicly of the Company (an “Allowed Delay”). In addition; provided, until further, that the Company becomes eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an “Updating Amendment”), the Company may also suspend the availability of the Registration Statement until such Updating Amendment is declared effective and any such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five (5) Business Days following the event or circumstance requiring such amendment and the Company promptly responds to any comments made thereon by the staff of the Commission. The Company shall promptly (i) notify each Holder Assignee in writing of the existence of material non-public information giving rise to an Allowed Delay (but in no event, without the prior written consent of such HolderAssignee, shall the Company disclose to such Holder Assignee any of the facts or circumstances regarding any regarding) material non-public information), information giving rise to an Allowed Delay; (ii) advise each Holder Assignee in writing to cease all sales under the Registration Statement such registration statement until the termination end of the Allowed Delay Delay; and (iii) notify each Holder undertake to prepare and file with the SEC at the end of any Allowed Delay (or earlier, if so determined by the Company), such amendments or supplements to any registration statement then in writing immediately effect necessary to prevent such registration statement from containing an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company understands, acknowledges and agrees that failure to prepare and file at the end of any Allowed Delay such amendments or supplements necessary to prevent any such registration statement as then in effect from containing an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, would result in a material breach of this Agreement. In such event, Assignee, upon delivery of written notice to the Company, may immediate terminate this Agreement and all of its duties and obligations hereunder including, but not limited to, the assumption of the Creditor Claims and the Confirmed Debt, and all such Creditor Claims and Confirmed Debt that remain unpaid, unresolved or unsatisfied as of the date of such termination shall automatically and without any further act of Assignee revert back to and become vested in the Company, its successors in interest or permitted assigns, and Assignee shall have no further interest in, or liability for, any such Creditor Claims or Confirmed Debt. In addition, the Company understands, acknowledges and agrees that Assignee shall be granted an extension in the period of time it is required to satisfy the Creditor Claims, as described in Section 1(b), equal to the number of days constituting any Allowed Delay. On expiration of an the Allowed Delay, the Company shall again be bound by the first sentence of this Section 2(c) with respect to the information giving rise thereto.

Allowed Delay. The Company may delay the disclosure of -------------- material non-public information, and suspend the availability of the Registration Statement, for no more than (i) five (5) consecutive Business Days or (ii) twenty (20) calendar days in any twelve (12) month period, in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of directors (A) has determined, upon the advice of counsel, that such information would be required to be disclosed in an offering registered under the Securities Act and (B) reasonably deems it in the Company’s 's best interests not to disclose such information publicly (an “"Allowed ------- Delay”"). In addition, until the Company becomes eligible to file a registration ----- statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an “"Updating -------- Amendment”"), the Company may also suspend the availability of the Registration --------- Statement until such Updating Amendment is declared effective and any such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five (5) Business Days following the event or circumstance requiring such amendment and the Company promptly responds to any comments made thereon by the staff of the Commission. The Company shall promptly (i) notify each Holder in writing of the existence of material non-public information giving rise to an Allowed Delay (but in no event, without the prior written consent of such Holder, shall the Company disclose to such Holder any of the facts or circumstances regarding any material non-public information), (ii) advise each Holder in writing to cease all sales under the Registration Statement until the termination of the Allowed Delay and (iii) notify each Holder in writing immediately upon the termination or expiration of an Allowed Delay.

Allowed Delay. The Company may delay the disclosure of material -------------- non-public information, and suspend the availability of the Registration Statement, for no more than (i) five (5) consecutive Business Days (each such five Business Day period to be separated by at least five Business Days from the next such period, and such period, together with any other days on which the availability of the Registration Statement is suspended, not to exceed twenty (20) calendar days in the aggregate in any twelve (12) month period) or (ii) twenty (20) calendar days in any twelve (12) month period, in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of directors (A) has determined, upon the advice of counsel, that such information would be required to be disclosed in an offering registered under the Securities Act and (B) reasonably deems it in the Company’s 's best interests not to disclose such information publicly (an “"Allowed Delay”"). -------------- In addition, until the Company becomes eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an “"Updating Amendment”"), ------------------- the Company may also suspend the availability of the Registration Statement until such Updating Amendment is declared effective and any such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five (5) Business Days following the event or circumstance requiring such amendment and the Company promptly responds to any comments made thereon by the staff of the Commission. The Company shall promptly (i) notify each Holder in writing of the existence of material non-public information giving rise to an Allowed Delay (but in no event, without the prior written consent of such Holder, shall the Company disclose to such Holder any of the facts or circumstances regarding any material non-public information), (ii) advise each Holder in writing to cease all sales under the Registration Statement until the termination of the Allowed Delay and (iii) notify each Holder in writing immediately upon the termination or expiration of an Allowed Delay.

Allowed Delay. The Company may delay the disclosure of material non-public information, and suspend the availability of the Registration Statement, for no more than (i) five (5) consecutive Business Days (each such five Business Day period to be separated by at least five Business Days from the next such period, and such period, together with any other days on which the availability of the Registration Statement is suspended, not to exceed twenty (20) calendar days in the aggregate in any twelve (12) month period) or (ii) twenty (20) calendar days in any twelve (12) month period, in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of directors (A) has determined, upon the advice of counsel, that such information would be required to be disclosed in an offering registered under the Securities Act and (B) reasonably deems it in the Company’s 's best interests not to disclose such information publicly (an “Allowed "ALLOWED Delay”"). In addition, until the Company becomes eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an “Updating Amendment”"UPDATING AMENDMENT"), the Company may also suspend the availability of the Registration Statement until such Updating Amendment is declared effective and any such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five fifteen (515) Business Days following the event or circumstance requiring such amendment and the Company promptly responds to any comments made thereon by the staff of the Commission. The Company shall promptly (i) notify each Holder in writing of the existence of material non-public information giving rise to an Allowed Delay (but in no event, without the prior written consent of such Holder, shall the Company disclose to such Holder any of the facts or circumstances regarding any material non-public information), (ii) advise each Holder in writing to cease all sales under the Registration Statement until the termination of the Allowed Delay and (iii) notify each Holder in writing immediately upon the termination or expiration of an Allowed Delay.

Allowed Delay. The Company may delay the disclosure of material non-public information, and suspend the availability of the Registration Statement, for no For not more than sixty (60) consecutive days or more than two occasions, or for a total of not more than one-hundred and twenty (20120) calendar days in any twelve (12) month period, the Company may delay the filing of a Shelf Registration Statement or suspend the use of any Prospectus (as defined below) included in any Shelf Registration Statement contemplated by this Section 6 in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of a proposed merger, reorganization or similar transaction involving material nonpublic information concerning the Company, as long as 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) permit Southwest Gas Holdings to complete a disposition transaction of Common Stock in accordance with the terms of its board of directors Separation Agreement and related agreements with the Company or (AC) has determined, upon amend or supplement the advice of counsel, affected Shelf Registration Statement or the related Prospectus so that such information would be Shelf Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be disclosed in an offering registered under stated therein or necessary to make the Securities Act and (B) reasonably deems it statements therein, in the Company’s best interests case of the Prospectus in light of the circumstances under which they were made, not to disclose such information publicly misleading (an “Allowed Delay”). In addition; provided, until that the Company becomes eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an “Updating Amendment”), the Company may also suspend the availability of the Registration Statement until such Updating Amendment is declared effective and any such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five (5) Business Days following the event or circumstance requiring such amendment and the Company promptly responds to any comments made thereon by the staff of the Commission. The Company shall promptly (ia) notify each Holder the Investors in writing of the existence commencement of an Allowed Delay, but shall not (without the prior written consent of the Investors) disclose to the Investors any material non-public nonpublic information giving rise to an Allowed Delay (but in no event, without or subject the prior written consent Investors to any duty of such Holder, shall the Company disclose to such Holder any of the facts or circumstances regarding any material non-public information)confidentiality, (iib) advise each Holder the Investors in writing to cease all sales under the such Shelf Registration Statement until the termination end of the Allowed Delay and (iiic) notify each Holder in writing immediately upon the termination or expiration of use its best efforts to terminate an Allowed DelayDelay as promptly as practicable. “Prospectus” means (i) the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities Act.