Common use of Delay by Company Clause in Contracts

Delay by Company. The Company shall not be required to effect a demand registration under the Act pursuant to Section 1.1.1 or Section 1.3 hereof if (i) the Company receives a request for any such registration less than ninety (90) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board of Directors prior to the Company’s receipt of the request and in such event the Company shall not be required to effect any such requested registration until one hundred twenty (120) days after the effective date of such proposed underwritten public offering, provided that the Company makes reasonable good faith efforts to cause such underwritten public offering to be declared effective; (ii) within ninety (90) days prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would be seriously detrimental to the Company (and the Chief Executive Officer of the Company provides a signed certificate to that effect to the Institutional Investors requesting such registration) because it would (a) necessitate the untimely disclosure of a proposed business combination or other currently proposed transaction or (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding ninety (90) days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Holders as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Act pursuant to Section 1.1.1 or Section 1.3 hereof above if (i) the Company receives a request for any such registration under Section 1.1.1 less than ninety (90) 90 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s 's Board of Directors prior to the Company’s 's receipt of the request and in such event the Company shall not be required to effect any such requested registration until one hundred twenty (120) days after the effective date of such proposed underwritten public offering, provided that the Company makes reasonable good faith efforts to cause such underwritten public offering to be declared effectiverequest; (ii) within ninety (90) 180 days prior to any such request for registration, a registration of securities of the Company has been effected in which the Initiating Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or transaction materially affecting the capital structure, or equity ownership of the Company, or would otherwise be seriously detrimental to the Company (and the Chief Executive Officer of because the Company provides a signed certificate to that effect to was then in the Institutional Investors requesting such registration) because it would (a) necessitate process of raising capital in the untimely disclosure of a proposed business combination public or other currently proposed transaction or (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidentialprivate markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding ninety (90) 90 days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Holders as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to effect effect, or to take action to effect, a demand registration under the Securities Act pursuant to Section 1.1.1 or Section 1.3 1.1 hereof if (i) the Company receives a request for any such registration under Section 1.1.1 less than ninety thirty (9030) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board of Directors prior to the Company’s receipt of the request and and, in such event event, the Company shall not be required to effect effect, or to take action to effect, any such requested registration until one hundred twenty eighty (120180) days after the effective date of the registration statement relating to such proposed underwritten public offering, provided provided, that the Company makes commercially reasonable good faith efforts to cause the registration statement relating to such underwritten public offering to be declared effective; (ii) within ninety (90) days prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would be seriously materially detrimental to the Company (and the Chief Executive Officer chief executive officer of the Company provides a signed certificate to that effect to the Institutional Investors requesting such registrationHolders) because it such action would (a) necessitate the untimely disclosure of materially interfere with a proposed business combination significant acquisition, corporate reorganization or other currently proposed similar transaction or involving the Company, (b) require the premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidentialconfidential or (c) render the Company unable to comply with requirements under the Securities Act or the Exchange Act; provided, however, that the Company may only delay a demand registration pursuant to clause (iii) of this Section 1.1.3 for a period not exceeding ninety sixty (9060) days (or until such earlier time as such transaction after the request of the Initiating Holders is consummated or no longer proposed) given and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify in writing the Initiating Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Holders as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to effect a demand registration under the Act pursuant to Section 1.1.1 or Section 1.3 hereof above if (i) the Company receives a request for any such registration under Section 1.1.1 less than ninety sixty (9060) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board of Directors prior to the Company’s receipt of the request and in such event the Company shall not be required to effect any such requested registration until one hundred twenty sixty (12060) days after the effective date of such proposed underwritten public offering, provided that the Company makes reasonable good faith efforts to cause such underwritten public offering to be declared effective; (ii) within ninety sixty (9060) days prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; 1.3 hereof or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the capital structure or equity ownership of the Company, or would otherwise be seriously detrimental to the Company (and the Chief Executive Officer of because the Company provides a signed certificate to that effect to was then in the Institutional Investors requesting such registration) because it process of raising capital in the public or private markets or would (a) necessitate the untimely disclosure of a proposed business combination or other currently proposed transaction or (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding ninety (90) days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Holders as soon as a demand registration may be effected. Any demand registration delayed or deferred under this Section 1.1.3 shall not be considered one of the permitted registrations under Section 1.1.2 unless and until it has become effective.

Delay by Company. The Company shall not be required to effect a demand registration under the Act pursuant to Section 1.1.1 or Section 1.3 hereof if (i) the Company receives a request for any such registration less than ninety (90) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board of Directors prior to the Company’s receipt of the request and in such event the Company shall not be required to effect any such requested registration until one hundred twenty (120) days after the effective date of such proposed underwritten public offering, provided that the Company makes reasonable good faith efforts to cause such underwritten public offering to be declared effective; (ii) within ninety (90) days prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would be seriously detrimental to the Company (and the Chief Executive Officer of the Company provides a signed certificate to that effect to the Institutional Investors requesting such registrationContego) because it would (a) necessitate the untimely disclosure of a proposed business combination or other currently proposed transaction or (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding ninety (90) days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Holders as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to effect a may postpone any demand registration under the Act pursuant to Section 1.1.1 or Section 1.3 hereof 1.1 above if (i) the Company receives a request for any such registration under Section 1.1 less than ninety (90) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board of Directors (the “Board”) prior to the Company’s receipt of the request and and, in such event the Company shall not event, such demand registration may be required to effect any such requested registration postponed until one hundred twenty (120) days after the effective date of such proposed underwritten public offering, provided that the Company makes reasonable is actively employing in good faith commercially reasonable efforts to cause such underwritten public offering registration statement to be declared become effective; or (ii) within ninety (90) days prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith faith, and the Company furnishes to the Initiating Holders requesting registration a certificate signed by the Chairman of the Board stating, that effecting such a demand registration at such time would be seriously detrimental to the Company (and the Chief Executive Officer A) have a material adverse effect on a proposed sale of all (or substantially all) of the Company provides assets of the Company, or a signed certificate to that effect to merger, reorganization or recapitalization materially affecting the Institutional Investors requesting such registration) because it would capital structure or equity ownership of the Company, (a) necessitate the untimely disclosure of a proposed business combination or other currently proposed transaction or (bB) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidentialconfidential and such premature disclosure would be materially adverse to the Company, or (C) render the Company unable to comply with the requirements under the Act or the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), then the Company shall have the right to defer the filing of such registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders (the Company agrees that, as promptly as possible after the consummation, abandonment or public disclosure of the circumstances that caused the Company to postpone the filing of the registration statement, it will file such registration statement); provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 1.1.2 for a period not exceeding ninety one hundred twenty (90120) days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing registration pursuant to this Section 1.1.3 once per calendar year1.1.2 one (1) time during any period of twelve (12) consecutive months; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such period (except for registrations of securities on Form S-4 or S-8 (or any replacement or equivalent form)). The Company shall promptly notify in writing the all Initiating Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.31.1.2, which notice shall set forth in reasonable detail the reason for such decision (subject to the delivery of a confidentiality agreement or undertaking in form and substance reasonably satisfactory to the Company) and shall include an undertaking by the Company promptly to notify such Holders Initiating Holders, and to take all other actions as required under this Section 1.1, as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to effect a demand registration under the Act pursuant to Section 1.1.1 or Section 1.3 hereof if (i) the Company receives a request for any such registration under Section 1.1.1 or Section 1.3 less than ninety (90) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board of Directors prior to the Company’s receipt of the request and and, in such event event, the Company shall not be required to effect any such requested registration until one hundred twenty (120) days after the effective date of the registration statement relating to such proposed underwritten public offering, provided that the Company makes commercially reasonable good faith efforts to cause the registration statement relating to such underwritten public offering to be declared effective; (ii) within ninety (90) days prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would be seriously detrimental to the Company (and the Chief Executive Officer of the Company provides a signed certificate to that effect to the Institutional Investors requesting such registrationHolders) because it would (a) necessitate the untimely disclosure of a proposed business combination or other currently proposed transaction or (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; provided, however, that the Company may only delay a demand registration pursuant to clause (iii) of this Section 1.1.3 for a period not exceeding ninety (90) days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Holders as soon as a demand registration may be effected.