Common use of Allowed Delay Clause in Contracts

Allowed Delay. Subject to Section 3 below, for not more than forty-five (45) consecutive days in each instance (and never for more than a total of ninety (90) days in any twelve (12) month period in the aggregate), commencing on the date on which the Company determines a post-effective amendment to the Registration Statement is required (and ending on the earlier of the date that any such post-effective amendment is declared effective or the end of such forty-five (45) day period), the Company may suspend the use of any Registration Statement (an “Allowed Delay”); provided, that the Company shall promptly (a) notify the Investors in writing of the existence of (but in no event, without the prior written consent of an Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to the Registration Statement during the existence of an Allowed Delay; provided, that for purposes of clarification, notwithstanding anything in this Agreement to the contrary, each Investor may continue to sell its shares of Company Common Stock (and any other Company securities) under Rule 144 promulgated under the Securities Act or in any other manner not in violation of applicable securities laws.

Allowed Delay. Subject to Section 3 below, for For not more than forty-five ten (4510) consecutive days in each instance (and never for more than a total of ninety (90) days in any twelve three (123) month period in the aggregate), commencing on the date on which the Company determines a post-effective amendment to the Registration Statement is required (and ending on the earlier of the date that any such post-effective amendment is declared effective or the end of such forty-five (45) day period), the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) 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’s Board of Directors, in the best interests of the Company or (B) 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 (a) notify the Investors each Investor in writing of the existence commencement of an Allowed Delay, but shall not (but in no event, without the prior written consent of an Investor, shall the Company ) disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to the Registration Statement during the existence of an Allowed Delay; provided, that for purposes of clarification, notwithstanding anything in this Agreement to the contrary, each Investor may continue to sell its shares of Company Common Stock (and any other Company securities) under Rule 144 promulgated under the Securities Act or in any other manner not in violation of applicable securities laws.

Allowed Delay. Subject to Section 3 belowThe Company may delay the disclosure of ------------- material non-public information, and suspend the availability of the Registration Statement, for a period not more than forty-to exceed (i) five (455) consecutive days in Business Days at any one time (each instance such five Business Day period to be separated by at least ten (and never for more than a total of ninety 10) Business Days from the next such period) or (90ii) twenty (20) calendar days in any twelve (12) month period in the aggregate), commencing on the date on which the Company determines a post-effective amendment to the Registration Statement is required (and ending on the earlier of the date that any such post-effective amendment is declared effective or the end of such forty-five (45) day period), the Company may suspend the use of any Registration Statement (an “Allowed Delay”); provided, -------- however, that the Company may delay such disclosure only in the event of a ------- proposed merger, reorganization or similar transaction involving the 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 best interests of the Company and its shareholders not to disclose such information publicly (an "Allowed Delay"). The Company ------------- shall promptly (ai) notify the Investors each Holder in writing of the existence of information giving rise to an Allowed Delay (but in no event, without the prior written consent of an Investorsuch Holder, shall the Company disclose to such Investor Holder any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delayinformation), (bii) advise the Investors each Holder in writing to cease all sales under the Registration Statement until the end termination of the Allowed Delay and (ciii) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to notify each Holder in writing immediately upon the Registration Statement during the existence termination or expiration of an Allowed Delay; provided, that for purposes of clarification, notwithstanding anything in this Agreement to the contrary, each Investor may continue to sell its shares of Company Common Stock (and any other Company securities) under Rule 144 promulgated under the Securities Act or in any other manner not in violation of applicable securities laws.

Allowed Delay. Subject to Section 3 belowThe Company may delay the disclosure of material non-public information, and suspend the availability of the Registration Statement, for a period not more than forty-five to exceed (45i) fifteen (15) consecutive days in Business Days at any one time (each instance such fifteen Business Day period to be separated by at least ten (and never for more than a total of ninety 10) Business Days from the next such period) or (90ii) sixty (60) calendar days in any twelve (12) month period in the aggregate)period; provided, commencing on the date on which the Company determines a post-effective amendment to the Registration Statement is required (and ending on the earlier of the date however, that any such post-effective amendment is declared effective or the end of such forty-five (45) day period), the Company may suspend delay such disclosure only in the use event of any Registration Statement a proposed merger, reorganization or similar transaction involving the 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 best interests of the Company and its shareholders not to disclose such information publicly (an “Allowed Delay”); provided, that the . The Company shall (i) promptly (a) notify the Investors each Holder in writing of the existence of information giving rise to an Allowed Delay (but in no event, without the prior written consent of an Investorsuch Holder, shall the Company disclose to such Investor Holder any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delayinformation), (bii) promptly advise the Investors each Holder in writing to cease all sales under the Registration Statement until the end termination of the Allowed Delay and (ciii) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to notify each Holder in writing immediately upon the Registration Statement during the existence termination or expiration of an Allowed Delay; provided, that for purposes of clarification, notwithstanding anything in this Agreement to the contrary, each Investor may continue to sell its shares of Company Common Stock (and any other Company securities) under Rule 144 promulgated under the Securities Act or in any other manner not in violation of applicable securities laws.

Allowed Delay. Subject to Section 3 belowThe Company may delay the disclosure of ------------- material non-public information, and suspend the availability of the Registration Statement, for a period not more than forty-to exceed (i) five (455) consecutive days in Business Days at any one time (each instance such five Business Day period to be separated by at least ten (and never for more than a total of ninety 10) Business Days from the next such period) or (90ii) twenty (20) calendar days in any twelve (12) month period in the aggregate), commencing on the date on which the Company determines a post-effective amendment to the Registration Statement is required (and ending on the earlier of the date that any such post-effective amendment is declared effective or the end of such forty-five (45) day period), the Company may suspend the use of any Registration Statement (an “Allowed Delay”); provided, -------- however, that the Company may delay such disclosure only in the event of a ------- proposed merger, reorganization or similar transaction involving the 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 best interests of the Company and its shareholders not to disclose such information publicly (an "Allowed Delay"). ------- ----- The Company shall promptly (ai) notify the Investors each Holder in writing of the existence of information giving rise to an Allowed Delay (but in no event, without the prior written consent of an Investorsuch Holder, shall the Company disclose to such Investor Holder any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delayinformation), (bii) advise the Investors each Holder in writing to cease all sales under the Registration Statement until the end termination of the Allowed Delay and (ciii) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to notify each Holder in writing immediately upon the Registration Statement during the existence termination or expiration of an Allowed Delay; provided, that for purposes of clarification, notwithstanding anything in this Agreement to the contrary, each Investor may continue to sell its shares of Company Common Stock (and any other Company securities) under Rule 144 promulgated under the Securities Act or in any other manner not in violation of applicable securities laws.