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 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: (i) 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 (ii) 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 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 Investor, shall the Company disclose to Investor any of the facts or circumstances regarding any material non-public information); (ii) advise Investor in writing to cease all sales under the Registration Statement until the termination of the Allowed Delay; and (iii) notify 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 more than 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: directors (iA) 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 (iiB) 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 Investor 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 Investorsuch Holder, shall the Company disclose to Investor such Holder any of the facts or circumstances regarding any material non-public information); , (ii) advise Investor each Holder in writing to cease all sales under the Registration Statement until the termination of the Allowed Delay; Delay and (iii) notify Investor 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 thirty (30) 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 (iii) 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 (ii) 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 shall promptly (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 Investor 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 Delay, (but in no event, without the prior written consent of Investor, shall the Company disclose to Investor any of the facts or circumstances regarding any material non-public information); (iiB) advise Investor the Holders in writing to cease all sales under the Registration Statement until the termination end of the Allowed Delay; Delay and (iiiC) notify Investor in writing immediately upon the termination or expiration of use commercially reasonable efforts to terminate an Allowed DelayDelay 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 effect. The Company may impose stop-transfer instructions to enforce any required agreement of the Holders under this Section 6(e).