Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 5 contracts
Samples: Rights Agreement (Juno Therapeutics, Inc.), Voting Agreement (Juno Therapeutics, Inc.), Investors’ Rights Agreement (Juno Therapeutics, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(d)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, ; provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 5 contracts
Samples: Investor Rights Agreement (Eagle Pharmaceuticals, Inc.), Investor Rights Agreement (Eagle Pharmaceuticals, Inc.), Investor Rights Agreement (Smith Electric Vehicles Corp.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 4 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Zogenix, Inc.), Investors' Rights Agreement (Zogenix Inc)
Deferral. If If: (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President and/or Chief Executive Officer of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once one (1) time in any twelve-month period.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Opti-Harvest, Inc.), Investors’ Rights Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President chief executive officer of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders or, in the case of a filing pursuant to Section 2.3, not more than sixty (60) days after the receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner under this Section 2.1 and Section 2.3 more than once in any twelve-twelve month period.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Prosper Marketplace Inc), Investors’ Rights Agreement (Prosper Marketplace Inc), Investors’ Rights Agreement (Prosper Marketplace Inc)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 3 contracts
Samples: Rights Agreement (Castle Biosciences Inc), Investors’ Rights Agreement (Castle Biosciences Inc), Investors’ Rights Agreement (Castle Biosciences Inc)
Deferral. If If: (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once one (1) time in any twelve-month period.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (iRhythm Technologies, Inc.), Investors’ Rights Agreement (iRhythm Technologies, Inc.), Investors’ Rights Agreement (iRhythm Technologies, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Northumberland Resources, Inc.), Common Stock Purchase Agreement (Northumberland Resources, Inc.), Registration Rights Agreement (U S Wireless Data Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Phaserx, Inc.), Investors’ Rights Agreement (Phaserx, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President Chairman of the Board of Directors of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b) above) the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Achaogen Inc), Investors’ Rights Agreement (Achaogen Inc)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders the requesting Stockholder(s) a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, Company it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.2(b)(iii) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating HoldersStockholder(s), and, provided further, that the Company shall not defer its obligation in this manner more than once two times in any twelve-month period.
Appears in 2 contracts
Samples: Stockholders Rights Agreement, Stockholders Rights Agreement (WPP PLC)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, and, provided provided, further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Quantenna Communications Inc), Investors' Rights Agreement (Quantenna Communications Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: ’ Rights Agreement (Semler Scientific, Inc.), ' Rights Agreement (Accuray Inc)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Ceribell, Inc.), Investors’ Rights Agreement (Ceribell, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v1.2(b)(5) above) the Company shall have the right to defer such filing for a period of not more than one hundred ninety (90190) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period; and provided further, that the Company shall not register any securities for the account of itself or any other shareholder during any such ninety (90) day period (other than a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, or a registration relating to a corporate reorganization or other Rule 145 transaction).
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Roblox Corp), Investors’ Rights Agreement (Roblox Corp)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “BoardBoard of Directors”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Doximity, Inc.), Investors’ Rights Agreement (Doximity, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Homeunion Holdings, Inc.), Registration Rights Agreement (API Technologies Corp.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (eASIC Corp), Investors’ Rights Agreement (eASIC Corp)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company Company, and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Rights Agreement (Adamas Pharmaceuticals Inc), Rights Agreement (Adamas Pharmaceuticals Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the taking of any action with respect to the filing of such registration statement at such time, and (ii) the Company shall furnish furnishes to such Holders requesting a registration pursuant to Section 2.1 a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the CompanyBoard, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer taking action with respect to the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (CRISPR Therapeutics AG)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President chief executive officer or chief financial officer of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(c)(ii) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the initial request of the Initiating Holdersinitiating Holder(s), and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Registration Rights Agreement (LiveRamp Holdings, Inc.), Registration Rights Agreement (LiveRamp Holdings, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially seriously detrimental to the Company and its stockholders, and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company and its stockholders to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, ; provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Mulesoft, Inc), Investors’ Rights Agreement (Mulesoft, Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period. Any period of time that the Company defers its registration obligation pursuant to this Section 2.1(c) is referred to herein as a “Blackout Period.”
Appears in 2 contracts
Samples: Investor Rights Agreement (Phunware, Inc.), Investor Rights Agreement (Stellar Acquisition III Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Recursion Pharmaceuticals, Inc.), Investors’ Rights Agreement (Applied Molecular Transport LLC)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and its shareholders and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-twelve (12) month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Cardiva Medical, Inc.), Investors’ Rights Agreement (Cardiva Medical, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “BoardBoard of Directors”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, time and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders, and, and provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month twelve (12)-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Asante Solutions, Inc.), Investors’ Rights Agreement (Asante Solutions, Inc.)
Deferral. If (iIf(i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and its shareholders and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-twelve (12) month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Cardiva Medical, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Rights Agreement (COPsync, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (PMV Pharmaceuticals, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Investor Rights Agreement (Blue Marble Energy Corp)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once one time in any twelve12-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Samples: ’ Rights Agreement (Propell Technologies Group, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Peloton Therapeutics, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-twelve month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (U.S. Auto Parts Network, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President chief executive officer or chief financial officer of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(c)(ii) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the initial request of the Initiating Holdersinitiating Holder(s), and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v1.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.3(b)(iii) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the initial request of the Initiating Holdersa Holder, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(vSubsection 2.2(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Helios & Matheson Analytics Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President or Chief Financial Officer of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two times in any twelve-month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Establishment Labs Holdings Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Registerable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, and, and provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Ritter Pharmaceuticals Inc)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Rights Agreement (Kinemed Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety forty-five (9045) days after receipt of the request of the Initiating HoldersInvestor, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President President, Chairman or Chief Executive Officer of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-twelve month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Raindance Technologies Inc)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “BoardBoard of Directors”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once one (1) time in any twelve-month period.
Appears in 1 contract
