Blackout Event means any of the following: (a) the possession by SMVD of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of SMVD or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of SMVD; or (b) any material engagement or activity by SMVD which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of SMVD, be materially adversely affected by disclosure in a registration statement or prospectus at such time.
Blackout Event means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time.
Blackout Event means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in a registration statement or prospectus at such time.
Examples of Blackout Event in a sentence
Without the express written consent of Holder, if required to permit the continued sale of Shares by Holder, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.
The Company shall promptly notify Investor upon the occurrence of any Potential Blackout Event.
The Allottees shall be responsible for any loss or damages arising out of breach of any of the aforesaid conditions.
Without the express written consent of Holder, if required to permit the continued sale of Shares by Holder, a post-effective amendment or supplement to Registration Staxxxxxx or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.
The Company shall not be obligated to file a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 90 days.
More Definitions of Blackout Event
Blackout Event means a determination by the Company's Board of Directors made in good faith, after consulting with outside securities counsel, that the registration of Registrable Securities under the 1933 Act or the continuation of the disposition of Registrable Securities pursuant to an effective Registration Statement at such time (i) would have a material adverse effect upon a proposed material sale of all (or substantially all) of the assets of the Company or a material merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) would require the Company to make a public disclosure of information, which disclosure a majority of the outside directors determine in good faith would have a material adverse effect on the Company.
Blackout Event means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event.
Blackout Event means any of the following: (a) the possession by SUUB of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of SUUB or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of SUUB; or (b) any material engagement or activity by SUUB which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of SUUB, be materially adversely affected by disclosure in a registration statement or prospectus at such time.
Blackout Event means any of the following: (a) the possession by FermaVir of material information that is not ripe for disclosure in a registration statement or prospectus, if the disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of FermaVir, as determined reasonably and in good faith by the Board of Directors of FermaVir; or (b) any material engagement or activity by FermaVir which would, in the reasonable and good faith determination of the Board of Directors of FermaVir, be materially adversely affected by disclosure in a registration statement or prospectus at such time.
Blackout Event means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information or (c) an occurrence, event or state of facts that results in the Registration Statement no longer being current, and requiring action on the Company's part in order to cause the prospectus forming a part of the Registration Statement to meet the requirements of Section 5 of the Securities Act.
Blackout Event means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. In each event that there should be in excess of two Blackout Events during any year commencing on the date of this Agreement or any anniversary hereof, or in each event that any Blackout Event should continue in excess of 30 days, for each such Blackout Event and for each 30-day period or portion thereof following the aforementioned initial 30 days, the exercise price of the Warrants shall be decreased by 2% from the exercise price thereof in effect immediately prior to such adjustment.
Blackout Event means any of the following: (i) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined in good faith by the Chief Executive Officer of the Company (the "CEO") or the Board or that, if disclosed, would be detrimental to the business and affairs of the Company or (ii) any material engagement or activity by the Company which would, in the good faith determination of the CEO or the Board, be adversely affected by disclosure in a registration statement or prospectus at such time.