Common use of Delay Rights Clause in Contracts

Delay Rights. Notwithstanding anything to the contrary contained herein, Endeavour may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement, but such Selling Holder may settle any such sales of Registrable Securities) if (i) Endeavour is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Endeavour determines in good faith that Endeavour’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or (ii) Endeavour has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Endeavour, would materially adversely affect Endeavour; provided, however, in no event shall any such suspension period exceed an aggregate of 90 days in any 180-day period or 150 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, Endeavour shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement, shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Endeavour BBEP may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement, but such Selling Holder may settle any such sales of Registrable Securities) if (i) Endeavour BBEP is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Endeavour BBEP determines in good faith that EndeavourBBEP’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or (ii) Endeavour BBEP has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of EndeavourBBEP, would materially adversely affect EndeavourBBEP; provided, however, in no event shall any such suspension Quicksilver be suspended for a period exceed that exceeds an aggregate of 90 60 days in any 180-day period or 150 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, Endeavour BBEP shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement, shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Endeavour the Company may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement, suspend such Selling Holder’s use of any prospectus which that is a part of the Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement, but such Selling Holder may settle any such sales of Registrable Securities) if (i) Endeavour the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Endeavour the Company determines in good faith that Endeavourthe Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or (ii) Endeavour the Company has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Endeavourthe Company, would materially adversely affect Endeavourthe Company; provided, however, in no event shall any such suspension the Purchasers be suspended for a period exceed that exceeds an aggregate of 90 30 days in any 18090-day period or 150 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, Endeavour the Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement, shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.