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) ten (10) consecutive Business Days or (ii) thirty (30) 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"). 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.
Appears in 5 contracts
Samples: Registration Rights Agreement (Omni Energy Services Corp), Registration Rights Agreement (Omni Energy Services Corp), Registration Rights Agreement (Omni Energy Services Corp)
Allowed Delay. The For not more than thirty consecutive days (or forty-five consecutive days if neither the Initial Investor nor an Affiliate of an Initial Investor owns any of the Registrable Securities) or for a total of not more than sixty days in any twelve-month period (or ninety days in any twelve-month period, if neither the Initial Investor nor Affiliate of an Initial Investor owns any of the Registrable Securities), the Company may delay suspend the use of any Prospectus included in any registration statement contemplated by this Article II if such use would require the disclosure of material non-public informationinformation concerning the Company, and suspend the availability disclosure of which at the Registration Statement, for no more than (i) ten (10) consecutive Business Days or (ii) thirty (30) calendar days in any twelve (12) month periodtime is not, in the event good faith opinion of a proposed mergerthe Board, 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"”). The ; provided that the Company shall (a) promptly (i) notify each Holder the Investors in writing of the existence of material non-public information giving rise to an Allowed Delay suspension (but in no event, without the prior written consent of such Holderan Investor, shall the Company disclose to such Holder Investor any of the facts or circumstances regarding any the material non-public informationinformation giving rise to an Allowed Delay), and (iib) promptly advise each Holder the Investors in writing to cease all sales under the any 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 reasonable best efforts to terminate an Allowed DelayDelay as promptly as practicable when the use of the Prospectus would not require the disclosure of material non-public information.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Igate Corp)
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) ten five (105) consecutive Business Days or (ii) thirty twenty (3020) 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"”). 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.
Appears in 2 contracts
Samples: Subscription and Investment Representation Agreement (Intac International Inc), Subscription and Investment Representation Agreement (Intac International Inc)
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 forty-five (i) ten (10) consecutive Business Days or (ii) thirty (3045) calendar days in any twelve (12) month period, provided, that no single Allowed Delay shall exceed twenty (20) consecutive days, in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of 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 and (Bii) reasonably deems it in the Company's ’s best interests not to disclose such information publicly (an "“Allowed Delay"”). The Company shall promptly (ix) 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), (iiy) advise each Holder in writing to cease all sales under the Registration Statement until the termination of the Allowed Delay and (iiiz) notify each Holder in writing immediately upon the termination or expiration of an Allowed Delay.
Appears in 2 contracts
Samples: Registration Rights Agreement (I2 Technologies Inc), Registration Rights Agreement (I2 Technologies Inc)
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 a period not to exceed (i) five (5) consecutive Business Days at any one time (each such five Business Day period to be separated by at least ten (10) consecutive Business Days from the next such period) or (ii) thirty twenty (3020) calendar days in any twelve (12) month period; provided, however, that the Company may delay such disclosure only in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as Company where 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 of the Company and its shareholders not to disclose such information publicly (an "“Allowed Delay"”). 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Applied Digital Solutions Inc)