Allowable Grace Period. 10 Blue Sky Filing................................................................................................... 12
Allowable Grace Period. ........................................................10 Blue Sky Filing..................................................................12 Buyer.............................................................................1
Allowable Grace Period. 13 Best efforts ............................................................ 8 Black-out Period ........................................................ 13
Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) of this Agreement.
Allowable Grace Period. Each Holder agrees to keep confidential any information provided by the Company pursuant to this Section 6(b) until the Company shall have made public disclosure of such information within the meaning of Rule 101(e) of Regulation FD promulgated under the 1934 Act.
Allowable Grace Period. 10 Best efforts......................................................................................................5 Blue Sky Filing..................................................................................................11
Allowable Grace Period. Notwithstanding anything to the contrary herein, at any time after the Registration Statement has been declared effective by the SEC, Lumera may delay the disclosure of material, non-public information concerning Lumera the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of Lumera and its counsel, in the best interest of Lumera and, in the opinion of counsel to Lumera, otherwise required (a “Grace Period”); provided, that (i) the Investors are notified promptly in writing of the existence of material, non-public information giving rise to a Grace Period (but not the content of such material, non public information) and the date on which the Grace Period will begin, and (ii) the Investors are notified promptly in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed fifteen (15) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of thirty (30) days and the first day of any Grace Period must be at least two (2) trading days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such notice.
Allowable Grace Period. Notwithstanding anything to the contrary contained herein, upon the advice of Company counsel in the form of a written opinion, for not more than fifteen (15) consecutive days or for a total of not more than thirty (30) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Agreement in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Grace Period”); provided, that the Company shall promptly (a) notify the Investor in writing of the commencement (and the termination) of an Allowed Grace Period, but shall not (without the prior written consent of the Investor) disclose to the Investor any material nonpublic information giving rise to an Allowed Grace Period, (b) advise the Investor in writing to cease all sales under such Registration Statement until the end of the Allowed Grace Period, and (c) use its best efforts to terminate an Allowed Grace Period as promptly as practicable.
