Common use of Grace Periods Clause in Contracts

Grace Periods. Notwithstanding anything to the contrary herein, at any time after a Registration Statement has been declared effective by the SEC, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time is not, in the good faith judgment of the Company, in the best interests of the Company (a “Grace Period”); provided, however, the Company shall promptly (i) notify the Holders in writing of the existence of material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holders) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, and (ii) notify the Holders in writing of the date on which the Grace Period ends; provided, further, that no single Grace Period shall exceed thirty (30) consecutive days, and during any three hundred sixty-five (365) day period, the aggregate of all Grace Periods shall not exceed an aggregate of sixty (60) days (each Grace Period complying with this provision being an “Allowable Grace Period”). For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i) above and shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) above and the date referred to in such notice; provided, however, that no Grace Period shall be longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of the Investment Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settled.

Grace Periods. (a) Notwithstanding anything to the contrary herein— (A) the Company shall be entitled to postpone the filing or effectiveness of, or suspend the use of, a Registration Statement if in the good faith judgment of the Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would materially affect the Company in an adverse manner; and (B) at any time after a Registration Statement has been declared effective by the SECCommission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time is notwould, in the good faith judgment of the CompanyBoard, in the best interests of adversely affect the Company (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B), a “Grace Period”); provided, however, the . (b) The Company shall promptly (i) notify the Holders Holder in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the HoldersHolder) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, and (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iii) notify the Holders Holder in writing of the date on which the Grace Period ends; provided, further, that no single . (c) The duration of any one Grace Period shall not exceed thirty sixty (3060) consecutive days, and the aggregate of all Grace Periods in total during any three hundred sixty-five (365) day period, the aggregate of all Grace Periods period shall not exceed an aggregate of sixty ninety (6090) days (each Grace Period complying with this provision being an “Allowable Grace Period”)days. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive Holder receives the notice referred to in clause (i) above of Section 3(b) and shall end on and include the later of the date the Holders receive Holder receives the notice referred to in clause (iiiii) above of Section 3(b) and the date referred to in such notice; provided. In the event the Company declares a Grace Period, howeverthe period during which the Company is required to maintain the effectiveness of an Initial Shelf Registration Statement (or, that no if applicable, an Alternative Shelf Registration Statement) shall be extended by the number of days during which such Grace Period shall be longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of a Holder is in accordance with the terms of the Investment Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settledeffect.

Grace Periods. (a) Notwithstanding anything to the contrary herein— (A) the Company shall be entitled to postpone the filing or effectiveness of, or suspend the use of, a Registration Statement if in the good faith judgment of the Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would materially affect the Company in an adverse manner, provided, that in the event such Registration Statement relates to a Demand Registration Request, the Demand Holders initiating such Demand Registration Request shall be entitled to withdraw the Demand Registration Request and, if such request is withdrawn, it shall not count as one of the permitted Demand Registration Requests hereunder and the Company shall pay all registration expenses in connection with such registration; and (B) at any time after a Registration Statement has been declared effective by the SECCommission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time is notwould, in the good faith judgment of the CompanyBoard, in the best interests of adversely affect the Company (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B), a “Grace Period”); provided, however, the . (b) The Company shall promptly (i) notify the Holders in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holders) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iiiii) notify the Holders in writing of the date on which the Grace Period ends; provided. (c) The aggregate of any one Grace Period, further, that no single or of all Grace Period shall exceed thirty (30) consecutive days, and Periods in total during any three hundred sixty-five (365) day period, the aggregate of all Grace Periods shall not exceed an aggregate of sixty one hundred twenty (60120) days (each Grace Period complying with this provision being an “Allowable Grace Period”)days. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (iii) above of Section 5(b) and shall end on and include the later of the date the Holders receive the notice referred to in clause (iiiii) above of Section 5(b) and the date referred to in such notice; provided. In the event the Company declares a Grace Period, howeverthe period during which the Company is required to maintain the effectiveness of an Initial Shelf Registration Statement, that no Initial Purchaser Shelf Registration Statement or Registration Statement filed pursuant to a Demand Registration Request shall be extended by the number of days during which such Grace Period shall be longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of a Holder is in accordance with the terms of the Investment Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settledeffect.

Grace Periods. (a) Notwithstanding anything to the contrary herein: (A) the Company shall be entitled to postpone the filing or effectiveness of, or, at any time after a Registration Statement has been declared effective by the SECCommission suspend the use of, a Registration Statement (including the Prospectus included therein) or postpone any Underwritten Offering pursuant to a Demand Registration Request or Underwritten Shelf Takedown pursuant to a Shelf Takedown Request, in each case if in the good faith judgment of the Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would reasonably be expected, in the good faith judgment of the Board, to materially affect the Company in an adverse manner; provided, however, that the requesting Holders of such Underwritten Offering or Underwritten Shelf Takedown shall be entitled to withdraw the applicable request and, if such request is withdrawn, it shall not count against the limits imposed pursuant to Section 2(a)(C) and Section 3(d), as applicable, and the Company shall pay all registration expenses in connection with such registration; and (B) at any time after a Registration Statement has been declared effective by the Commission and there is no duty to disclose under applicable law, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time is notwould, in the good faith judgment of the CompanyBoard, in the best interests of reasonably be expected to materially affect the Company in an adverse manner (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B), a “Grace Period”); provided, however, the . (b) The Company shall promptly (i) notify the Holders in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the HoldersHolder, without the express consent of the Holder) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iiiii) notify the Holders in writing of the date on which the Grace Period ends; provided, further, that no single . (c) A Grace Period shall exceed thirty may not be called by the Company more than three (303) consecutive days, and during times in any three hundred sixty-five (365) day period, the duration of any one Grace Period shall not exceed forty-five (45) days, and the aggregate of all Grace Periods in total during any three hundred sixty-five (365) day period shall not exceed an aggregate of sixty ninety (6090) days (each Grace Period complying with this provision being an “Allowable Grace Period”)days. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive Holder receives the notice referred to in clause (i) above of Section 5(b) and shall end on and include the later of the date the Holders receive Holder receives the notice referred to in clause (iiiii) above of Section 5(b) and the date referred to in such notice; provided. In the event the Company declares a Grace Period, however, that no the period during which the Company is required to maintain the effectiveness of a Registration Statement filed pursuant to a Demand Registration Request shall be extended by the number of days during which such Grace Period shall be longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of a Holder is in accordance with the terms of the Investment Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settledeffect.

Grace Periods. 4.1 Notwithstanding anything to the contrary herein, the Company shall be entitled to postpone the filing or effectiveness of, or, at any time after a Registration Statement has been declared effective by the SECCommission, suspend the Company may delay the disclosure of material non-public information concerning the Company use of, a Registration Statement and any related prospectus if the disclosure of such information at the time is not, in the good faith judgment of the Company’s Board of Directors, such filing, effectiveness or use would reasonably be expected to materially affect in the best interests an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would materially affect the Company in an adverse manner (such period of a postponement or suspension, a “Grace Period”); Period”); provided, however, that in the event such Registration Statement relates to a Demand Underwritten Offering pursuant to Section 3.1, then the Company shall pay all registration expenses in connection with such registration. 4.2 The Company shall (a) promptly (i) notify the Holders Stockholders in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to any Stockholder, without the Holdersexpress consent of such Stockholder) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (b) use its reasonable best efforts to terminate a Grace Period as promptly as practicable and (iic) promptly notify the Holders Stockholders in writing of the date on which the Grace Period ends; provided, further, that no single . 4.3 The duration of any one Grace Period shall not exceed thirty (30) consecutive 45 days, and during any three hundred sixty-five (365) day period, the aggregate of all Grace Periods during any 365-day period shall not exceed an aggregate 90 days, and the maximum number of sixty (60) days (each Grace Period complying with this provision being an “Allowable Grace Period”)Periods that may be declared by the Company in any fiscal year shall not exceed two. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders Stockholders receive the notice referred to in clause (ia) above of Section 4.2 and shall end on and include the later of the date the Holders Stockholders receive the notice referred to in clause (iic) above of Section 4.2 and the date referred to in such notice; provided, however, that no Grace Period shall be longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of the Investment Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settled.

Grace Periods. (a) Notwithstanding anything to the contrary herein— (A) the Company shall be entitled to postpone the filing or effectiveness of, or suspend the use of, a Registration Statement if in the good faith judgment of the Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would materially affect the Company in an adverse manner, provided, that in the event such Registration Statement relates to a Demand Registration Request, the Demand Holders initiating such Demand Registration Request shall be entitled to withdraw the Demand Registration Request and, if such request is withdrawn, it shall not count as one of the permitted Demand Registration Requests hereunder and the Company shall pay all registration expenses in connection with such registration; and (B) at any time after a Registration Statement has been declared effective by the SECCommission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time is notwould, in the good faith judgment of the CompanyBoard, in the best interests of adversely affect the Company (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B), a “Grace Period”); provided, however, the . (b) The Company shall promptly (i) notify the Holders in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holders) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iiiii) notify the Holders in writing of the date on which the Grace Period ends; provided. (c) The aggregate of any one Grace Period, further, that no single or of all Grace Period shall exceed thirty (30) consecutive days, and Periods in total during any three hundred sixty-five (365) day period, the aggregate of all Grace Periods shall not exceed an aggregate of sixty one hundred twenty (60120) days (each Grace Period complying with this provision being an “Allowable Grace Period”)days. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (iii) above of Section 5(b) and shall end on and include the later of the date the Holders receive the notice referred to in clause (iiiii) above of Section 5(b) and the date referred to in such notice; provided. In the event the Company declares a Grace Period, however, that no the period during which the Company is required to maintain the effectiveness of an Initial Shelf Registration Statement or Registration Statement filed pursuant to a Demand Registration Request shall be extended by the number of days during which such Grace Period shall be longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of a Holder is in accordance with the terms of the Investment Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settledeffect.

Grace Periods. (a) Notwithstanding anything to the contrary herein: (A) the Company shall be entitled to postpone the filing or effectiveness of, or, at any time after a Registration Statement has been declared effective by the SECCommission suspend the use of, a Registration Statement (including the Prospectus included therein) or postpone any Underwritten Offering pursuant to a Demand Registration Request or Underwritten Shelf Takedown pursuant to a Shelf Takedown Request, in each case if in the good faith judgment of the Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would reasonably be expected, in the good faith judgment of the Board, to materially affect the Company in an adverse manner; provided however, that the requesting Holders of such Underwritten Offering or Underwritten Shelf Takedown shall be entitled to withdraw the applicable request and, if such request is withdrawn, it shall not count against the limits imposed pursuant to Sections 4(a)(C) or 2(d), as applicable, and the Company shall pay all registration expenses in connection with such registration; and (B) at any time after a Registration Statement has been declared effective by the Commission and there is no duty to disclose under applicable law, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time is notwould, in the good faith judgment of the CompanyBoard, in the best interests of reasonably be expected to materially affect the Company in an adverse manner, (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B), a “Grace Period”); provided, however, the . (b) The Company shall promptly (i) notify the Holders in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the HoldersHolder, without the express consent of the Holder) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iiiii) notify the Holders in writing of the date on which the Grace Period ends; provided, further, that no single . (c) A Grace Period shall exceed thirty may not be called by the Company more than three (303) consecutive days, and during times in any three hundred sixty-five (365) day period, the duration of any one Grace Period shall not exceed forty-five (45) days, and the aggregate of all Grace Periods in total during any three hundred sixty-five (365) day period shall not exceed an aggregate of sixty ninety (6090) days (each Grace Period complying with this provision being an “Allowable Grace Period”)days. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive Holder receives the notice referred to in clause (i) above of Section 6(b) and shall end on and include the later of the date the Holders receive Holder receives the notice referred to in clause (iiiii) above of Section 6(b) and the date referred to in such notice; provided. In the event the Company declares a Grace Period, however, that no the period during which the Company is required to maintain the effectiveness of a Registration Statement filed pursuant to a Demand Registration Request shall be extended by the number of days during which such Grace Period shall be longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of a Holder is in accordance with the terms of the Investment Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settledeffect.