Common use of Deferral Clause in Contracts

Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Carbonite Inc), Investors' Rights Agreement (Chaparral Network Storage Inc), Investors' Rights Agreement (Chaparral Network Storage Inc)

AutoNDA by SimpleDocs

Deferral. Notwithstanding the foregoing, if If the Company shall furnish to the Initiating Holders requesting the filing of a registration statement pursuant to this Section 2.2, 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, Company (the “Board”) it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed in the near future and that it is therefore essential 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)(iv) above) the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, howeverand, provided further, that the Company may shall not utilize defer its obligation in this right manner more than once in any twelve (12) twelve-month period.

Appears in 4 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Corium International, Inc.), Investors’ Rights Agreement (Corium International, Inc.)

Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.21.2, 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 seriously detrimental to the Company and its stockholders Founders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period and shall not register shares for its own account or the account of others during such 90-day period.

Appears in 3 contracts

Samples: Registration Rights Agreement (Omniture, Inc.), Registration Rights Agreement (Omniture, Inc.), Registration Rights Agreement (Omniture, Inc.)

Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.25.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing or the effectiveness of the registration statement for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Southwall Technologies Inc /De/), Stock Purchase Agreement (GMX Associates Pte LTD), Stock Purchase Agreement (GMX Associates Pte LTD)

Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Aquantia Corp), Investors’ Rights Agreement (Aquantia Corp)

Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.23(a), a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed at such time and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 2 contracts

Samples: Investor Rights Agreement (Clearwire Corp), Investor Rights Agreement (Clearwire Corp)

Deferral. Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting the filing of a registration statement Registration Statement pursuant to this Section 2.22, a certificate signed by the President 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 seriously detrimental to the Company and its stockholders shareholders for such registration statement Registration Statement to be filed and it is therefore essential to defer the filing of such registration statementRegistration Statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; and provided further, that during such sixty (60) day period the Company shall not file a registration statement with respect to the public offering of securities of the Company or any other selling shareholder.

Appears in 2 contracts

Samples: Capital Stock Exchange Agreement (Talram Corp), Capital Stock Exchange Agreement (Atec Group Inc)

Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.22.3, a certificate signed by the President or Chief Executive Officer a Representative Director of the Company stating that in the good faith judgment of the Board board of Directors directors of the CompanyCompany (the "Board"), it would be seriously materially detrimental to the Company and its stockholders shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, then the Company shall have the right to defer such filing registration of the Registrable Securities required to be registered by the Initiating Holders for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 2 contracts

Samples: Preferred Stock Investors Rights Agreement (WiderThan Co., Ltd.), Merger Agreement (WiderThan Co., Ltd.)

Deferral. Notwithstanding the foregoing, if the Company -------- shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.2, a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, -------- however, that the Company may not utilize this right more than once in any ------- twelve (12) month period.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Centaur Pharmaceuticals Inc), Investors' Rights Agreement (Centaur Pharmaceuticals Inc)

Deferral. Notwithstanding the foregoing, if the Company shall -------- furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that -------- ------- the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Asymetrix Learning Systems Inc), Series a Preferred Stock Purchase Agreement (Asymetrix Learning Systems Inc)

Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.2, 1.2 a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board of Directors”), it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 2 contracts

Samples: Investor Rights Agreement (Entropic Communications Inc), Investor Rights Agreement (Entropic Communications Inc)

Deferral. Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting the filing of a registration statement pursuant to this Section 2.2, a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Energy & Power Solutions, Inc.), Investors’ Rights Agreement (Energy & Power Solutions, Inc.)

Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.21.2, a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this deferral right more than once in any twelve (12) month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Vendingdata Corp)

AutoNDA by SimpleDocs

Deferral. Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting the filing of a registration statement Registration Statement pursuant to this Section 2.2, a certificate signed by the President 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 seriously detrimental to the Company and its stockholders shareholders for such registration statement Registration Statement to be filed and it is therefore essential to defer the filing of such registration statementRegistration Statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; and provided further, that during such sixty (60) day period the Company shall not file a registration statement with respect to the public offering of securities of the Company or any other selling shareholder.

Appears in 1 contract

Samples: Investor Rights Agreement (Tengtu International Corp)

Deferral. Notwithstanding the foregoing, if the Company shall -------- furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.2, 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 seriously detrimental to the Company and its stockholders shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that -------- ------- the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 1 contract

Samples: Series B Preferred Stock Exchange Agreement (Asymetrix Learning Systems Inc)

Deferral. Notwithstanding the foregoing, if the Company -------- shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.2, 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 seriously detrimental to the Company and its stockholders shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, -------- however, that the Company may not utilize this right more than once in any ------- twelve (12) month period.

Appears in 1 contract

Samples: Investors' Rights Agreement (Alladvantage Com Inc)

Deferral. Notwithstanding anything to the foregoingcontrary contained in this Section 2.2, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 1 contract

Samples: Investor Rights Agreement (Net Value Holdings Inc)

Deferral. Notwithstanding the foregoing, if the Company shall -------- furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.2, 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 seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that -------- ------- the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 1 contract

Samples: Investor's Rights Agreement (Marketfirst Software Inc)

Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.2, 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 CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Dropbox, Inc.)

Deferral. Notwithstanding the foregoing, if the Company -------- shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.2, 1.2 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 seriously detrimental to the Company and its stockholders shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, -------- however, that the Company may not utilize this right more than once in any ------- twelve (12) month period.

Appears in 1 contract

Samples: Investor Rights Agreement (Organicnet Inc)

Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2.2, 1.2 a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the board of directors of the Company (the “Board of Directors of the CompanyDirectors”), it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Ambrx Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!