Common use of Postponement Clause in Contracts

Postponement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Out Period”). Upon notice of the existence of a Black-Out Period from the Company to any Stockholder or Stockholders with respect to any registration statement already effective, such Stockholder or Stockholders shall refrain from selling their Registrable Securities under such registration statement until such Black-Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Out Period with respect to any registration statement that is already effective more than once during any period of twelve (12) consecutive months and in no event shall such Black-Out Period exceed sixty (60) days.

Appears in 3 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Kala Pharmaceuticals, Inc.), Registration Rights Agreement (Kala Pharmaceuticals, Inc.)

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Postponement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Out Period”). Upon notice of the existence of a Black-Out Period from the Company to any Stockholder Investor or Stockholders Investors with respect to any registration statement already effective, such Stockholder Investor or Stockholders Investors shall refrain from selling their Registrable Securities under such registration statement until such Black-Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Out Period with respect to any registration statement that is already effective more than once during any period of twelve (12) consecutive months and in no event shall such Black-Out Period exceed sixty (60) days.

Appears in 3 contracts

Samples: Registration Rights Agreement (Quanterix Corp), Registration Rights Agreement (Quanterix Corp), Registration Rights Agreement (Lumber Liquidators, Inc.)

Postponement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-twelve month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Black Out Period”). Upon notice of the existence of a Black-Black Out Period from the Company to any Stockholder Investor or Stockholders Investors with respect to any registration statement already effective, such Stockholder Investor or Stockholders Investors shall refrain from selling their Registrable Securities under such registration statement until such Black-Black Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Black Out Period with respect to any registration statement that is already effective more than once during any period of twelve (12) consecutive months and in no event shall such Black-Black Out Period exceed sixty (60) days.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Twist Bioscience Corp)

Postponement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-twelve (12) month period, if the Company has been advised by external legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Black Out Period”). Upon notice of the existence of a Black-Black Out Period from the Company to any Stockholder Investor or Stockholders Investors with respect to any registration statement already effective, such Stockholder Investor or Stockholders Investors shall refrain from selling their Registrable Securities under such registration statement until such Black-Black Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Black Out Period with respect to any registration statement that is already effective more than once during any period of twelve (12) consecutive months and in no event shall such Black-Black Out Period exceed sixty (60) days.

Appears in 2 contracts

Samples: Registration Rights Agreement (HeadHunter Group PLC), Registration Rights Agreement (HeadHunter Group PLC)

Postponement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Out Period”). Upon notice of the existence of a Black-Out Period from the Company to any Stockholder Investor or Stockholders Investors with respect to any registration statement already effective, such Stockholder Investor or Stockholders Investors shall refrain from selling their Registrable Securities under such registration statement until such Black-Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Out Period with respect to any registration statement that is already effective more than once twice during any period of twelve (12) consecutive months and in no event shall such Black-Out Period exceed sixty (60) days.

Appears in 2 contracts

Samples: Registration Rights Agreement (Dicerna Pharmaceuticals Inc), Registration Rights Agreement (Dicerna Pharmaceuticals Inc)

Postponement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Out Period”). Upon notice of the existence of a Black-Out Period from the Company to any Stockholder Shareholder or Stockholders Shareholders with respect to any registration statement already effective, such Stockholder Shareholder or Stockholders Shareholders shall refrain from selling their Registrable Securities under such registration statement until such Black-Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Out Period with respect to any registration statement that is already effective more than once during any period of twelve (12) consecutive months and in no event shall such Black-Out Period exceed sixty (60) days.

Appears in 2 contracts

Samples: Registration Rights Agreement (Adecoagro S.A.), Securities Subscription Agreement (Adecoagro S.A.)

Postponement. The Company may postpone the filing of any registration statement required hereunder or suspend sales under a Shelf Registration Statement for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-twelve (12) month period, if the Company has been advised by legal counsel that such filing or use of a Shelf Registration statement would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Black Out Period”). Upon notice of the existence of a Black-Black Out Period from the Company to any Stockholder or Stockholders the Investor and other holders of Registrable Securities with respect to any registration statement already effective, such Stockholder Investor or Stockholders other holder shall refrain from selling their its Registrable Securities under such registration statement until such Black-Black Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Black Out Period with respect to any registration statement that is already effective more than once twice during any period of twelve (12) consecutive months and in no event shall such Black-Out Period exceed sixty (60) daysmonths.

Appears in 1 contract

Samples: Registration Rights Agreement (Global Clean Energy Holdings, Inc.)

Postponement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-twelve month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Black Out Period”). Upon notice of the existence of a Black-Black Out Period from the Company to any Stockholder or Stockholders with respect to any registration statement already effective, such Stockholder or Stockholders shall refrain from selling their Registrable Securities under such registration statement until such Black-Black Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Black Out Period with respect to any registration statement that is already effective more than once during any period of twelve (12) consecutive months and in no event shall such Black-Black Out Period exceed sixty (60) days; provided, further that the Company shall not register any securities for its own account or that of any other stockholder during the Black Out Period.

Appears in 1 contract

Samples: Registration Rights and Lock Up Agreement (Amag Pharmaceuticals Inc.)

Postponement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Out Period”). Upon notice of the existence of a Black-Out Period from the Company to any Stockholder or Stockholders with respect to any registration statement already effective, such Stockholder or Stockholders shall refrain from selling their Registrable Securities under such registration statement until such Black-Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Out Period with respect to any registration statement that is already effective more than once during any period of twelve (12) consecutive months and in no event shall such Black-Out Period exceed sixty (60) days.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ign Entertainment Inc)

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Postponement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Out Period”). Upon notice of the existence of a Black-Out Period from the Company to any Stockholder or Stockholders with respect to any registration statement already effective, such Stockholder or Stockholders shall refrain from selling their Registrable Securities under such registration statement until such Black-Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Out Period with respect to any registration statement that is already effective more than once during any period of twelve (12) consecutive months and in no event shall such Black-Out Period exceed sixty (60) days.. ​

Appears in 1 contract

Samples: Registration Rights Agreement (Kala Pharmaceuticals, Inc.)

Postponement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Out Period”). Upon notice of the existence of a Black-Out Period from the Company to any Stockholder Investor or Stockholders Investors with respect to any registration statement already effective, such Stockholder Investor or Stockholders Investors shall refrain from selling their Registrable Securities under such registration statement until such Black-Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Out Period with respect to any registration statement that is already effective more than once during any period of twelve (12) consecutive months and in no event shall such Black-Out Period exceed sixty (60) days.

Appears in 1 contract

Samples: Registration Rights Agreement (Kala Pharmaceuticals, Inc.)

Postponement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Out Period”). Upon notice of the existence of a Black-Out Period from the Company to any Stockholder or Stockholders with respect to any registration statement already effective, such Stockholder or Stockholders shall refrain from selling their Registrable Securities under such registration statement until such Black-Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Out Period with respect to any registration statement that is already effective more than once during any period of twelve (12) consecutive months and in no event shall such Black-Out Period exceed sixty (60) days.

Appears in 1 contract

Samples: Registration Rights Agreement (Ign Entertainment Inc)

Postponement. The Company may postpone the filing of any registration statement required hereunder or suspend sales under a Shelf Registration Statement for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-twelve (12) month period, if the Company has been advised by legal counsel that such filing or use of a Shelf Registration statement would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Black Out Period”). Upon notice of the existence of a Black-Black Out Period from the Company to any Stockholder Investor or Stockholders Investors with respect to any registration statement already effective, such Stockholder Investor or Stockholders Investors shall refrain from selling their Registrable Securities under such registration statement until such Black-Black Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Black Out Period with respect to any registration statement that is already effective more than once twice during any period of twelve (12) consecutive months and in no event shall such Black-Out Period exceed sixty (60) daysmonths.

Appears in 1 contract

Samples: Registration Rights Agreement (Global Clean Energy Holdings, Inc.)

Postponement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days in the aggregate during any twelve-twelve (12) month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company (a “Black-Black Out Period”). Upon notice of the existence of a Black-Black Out Period from the Company to any Stockholder Investor or Stockholders Investors with respect to any registration statement already effective, such Stockholder Investor or Stockholders Investors shall refrain from selling their Registrable Securities under such registration statement until such Black-Black Out Period has ended; provided, however, that the Company shall not have the right to impose a Black-Black Out Period with respect to any registration statement that is already effective more than once during any period of twelve (12) consecutive months and in no event shall such Black-Black Out Period exceed sixty (60) days.

Appears in 1 contract

Samples: Registration Rights Agreement (Cian PLC)

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