Common use of Initial Sale Clause in Contracts

Initial Sale. Subject to the Initial Registration Statement having been declared effective by the Commission: (i) the Issuer and the Stockholder, together with the Managing Underwriters, shall jointly determine when the Initial Sale Commencement Date shall occur; it being understood that (A) such date shall be no later than such time as would be necessary to have the Initial Sale occur by the Initial Sale Deadline and (B) the Issuer and the Stockholder shall cooperate in good faith to ensure that such date shall be mutually beneficial to the Stockholder and the Issuer; and (ii) no later than three months after the date on which the Initial Registration Statement is declared effective by the Commission (the “Initial Sale Deadline”), the Stockholder shall, pursuant to the Initial Registration Statement, sell all of the Initial Registrable Securities pursuant to a single firm-commitment underwritten public offering (the “Initial Sale”); provided, however, that such three month period shall be extended for a period of time equal to the length of: (A) any Blackout Period; plus (B) the number of days that elapse from (1) the date any written notice contemplated by Section 6.3(a) is given by the Issuer to (2) the date on which the Issuer delivers to the Stockholder the supplement or amendment contemplated by Section 6.3(a) or the date on which a supplement or amendment contemplated by Section 6.3(a) is no longer necessary; plus (C) a period of time of up to three months to the extent that the Majority Managing Underwriters determine that the offering should be delayed due to market conditions; plus (D) a period of time of up to three months to the extent the Majority Managing Underwriters determine that any material event at the Issuer has occurred that would reasonably be expected to adversely affect the offering price of the Initial Registrable Securities in any material respect relative to what the offering price would be expected to be in the absence of such extension; plus (E) the period during which a stop order issued by the Commission is in effect; provided, further, that in addition to any extension described above, the Stockholder may delay the Initial Sale no more than once (unless such delay is immediately followed by an extension described in clause (A), (B), (C), (D) or (E) above, in which case the Stockholder may, pursuant to this proviso, delay the Initial Sale one additional time for each separate delay period or one or more of the extensions described in clauses (A), (B), (C), (D) or (E) above is in effect) and by up to seventy-two hours if (x) such delay would not require any additional sales efforts by the Issuer and (y) the Managing Underwriters unanimously agree that such delay will not adversely affect the offering or the Initial Sale. The parties acknowledge and agree that any extension or delay described above shall begin to run upon its occurrence regardless of whether a prior extension is in effect.