Delay Period. If, at any time prior to the expiration of the Registration Period, the Company’s Board of Directors determines, in its reasonable good faith judgment, that the disposition of Registrable Securities would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a “Disclosure Delay Period”) expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 5(b) hereof, up to ten trading days after the date on which the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a “Disclosure Delay Period Notice”). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed ten trading days.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Heartland Oil & Gas Corp), Securities Purchase Agreement (Heartland Oil & Gas Corp)
Delay Period. If, at any time prior to the expiration of the Registration Period, the Company’s 's Board of Directors determines, in its reasonable good faith judgment, that the disposition of Registrable Securities would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a “"Disclosure Delay Period”") expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 5(b) hereof, up to ten (10) trading days after the date on which the Company provides a notice to the Investors Purchasers under Section 3(e3(g) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a “"Disclosure Delay Period Notice”"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed ten (10) trading days.
Appears in 2 contracts
Samples: Registration Rights Agreement (Miravant Medical Technologies), Registration Rights Agreement (Miravant Medical Technologies)
Delay Period. If, at any time prior to the expiration of the Registration PeriodPeriod (as defined below), in the good faith reasonable judgment of the Company’s 's Board of Directors determinesDirectors, in its reasonable good faith judgment, that the disposition of Registrable Securities would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a “Disclosure Delay Period”"DISCLOSURE DELAY PERIOD") expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 5(b3(b) hereof, up to ten (10) trading days after the date on which the Company provides a notice to the Investors under Section 3(e4(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a “Disclosure Delay Period Notice”"DISCLOSURE DELAY PERIOD NOTICE"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed ten (10) trading days.
Appears in 2 contracts
Samples: Registration Rights Agreement (Virologic Inc), Registration Rights Agreement (Virologic Inc)
Delay Period. If, at any time prior to the expiration of the Registration Period, the Company’s Board of Directors determines, in its reasonable good faith judgment, that the disposition of Registrable Securities would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a “Disclosure Delay Period”) expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 5(b) hereof, up to ten 10 trading days after the date on which the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a “Disclosure Delay Period Notice”). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed ten 10 trading days.
Appears in 1 contract
Samples: Registration Rights Agreement (Accentia Biopharmaceuticals Inc)
Delay Period. If, at any time prior to the expiration of the Registration Period, the Company’s Board of Directors determines, in its reasonable good faith judgment, that the disposition of Registrable Securities would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a “Disclosure Delay Period”) expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 5(b) hereof, up to ten 20 trading days after the date on which the Company provides a notice to the Investors under Section 3(e) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a “Disclosure Delay Period Notice”). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed ten 20 trading days.
Appears in 1 contract
Delay Period. If, at any time prior to the expiration of the Registration Period, the Company’s 's Board of Directors determines, in its reasonable good faith judgment, that the disposition of Registrable Securities would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a “"Disclosure Delay Period”") expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 5(b) hereof, up to ten (10) trading days after the date on which the Company provides a notice to the Investors under Section 3(e3(g) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a “"Disclosure Delay Period Notice”"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed ten (10) trading days.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (International Remote Imaging Systems Inc /De/)