Deferral and Suspension Sample Clauses
The Deferral and Suspension clause allows one or both parties to temporarily postpone or halt their obligations under a contract under certain circumstances. Typically, this clause outlines the specific conditions—such as unforeseen events, regulatory delays, or non-payment—that justify deferral or suspension, and may set procedures for notification and resumption of obligations. Its core practical function is to provide flexibility and protection for parties when performance becomes temporarily impossible or impractical, thereby managing risk and preventing breach of contract during periods of disruption.
Deferral and Suspension. At any time after being obligated to file a Resale Registration Shelf or Prospectus, or after any Resale Registration Shelf has become effective or a Prospectus filed with the Commission, the Company may defer the filing of or suspend the use of any such Resale Registration Shelf or Prospectus, upon giving written notice of such action to the Investors with a certificate signed by the Principal Executive Officer of the Company stating that in the good faith judgment of the Board, the filing or use of any such Resale Registration Shelf or Prospectus covering the Registrable Securities would be seriously detrimental to the Company or its stockholders at such time and that the Board concludes, as a result, that it is in the best interests of the Company and its stockholders to defer the filing or suspend the use of such Resale Registration Shelf or Prospectus at such time. The Company shall have the right to defer the filing of or suspend the use of such Resale Registration Shelf or Prospectus for a period of not more than one hundred twenty (120) days from the date the Company notifies the Investors of such deferral or suspension; provided that the Company shall not exercise the right contained in this Section 2.1(e) more than once in any twelve month period. In the case of the suspension of use of any effective Resale Registration Shelf or Prospectus, the Investors, immediately upon receipt of notice thereof from the Company, shall discontinue any offers or sales of Registrable Securities pursuant to such Resale Registration Shelf or Prospectus until advised in writing by the Company that the use of such Resale Registration Shelf or Prospectus may be resumed. In the case of a deferred Prospectus or Resale Registration Shelf filing, the Company shall provide prompt written notice to the Investors of (i) the Company’s decision to file or seek effectiveness of the Prospectus or Resale Registration Shelf, as the case may be, following such deferral and (ii) in the case of a Resale Registration Shelf, the effectiveness of such Resale Registration Shelf. In the case of either a suspension of use of, or deferred filing of, any Resale Registration Shelf or Prospectus, the Company shall not, during the pendency of such suspension or deferral, be required to take any action hereunder (including any action pursuant to Section 2.2 hereof) with respect to the registration or sale of any Registrable Securities pursuant to any such Resale Registration Shelf, Company Regis...
Deferral and Suspension. If the Company shall furnish to the ----------------------- Investor notice signed by the Chairman and Chief Executive Officer of the Company stating that the Board of Directors of the Company has, by duly authorized resolution, determined in good faith that it would be seriously detrimental to the Company and its shareholders for the Registration Statement to be filed (or remain in effect) and it is therefore essential to defer the filing of such Registration Statement (or temporarily suspend the effectiveness of such Registration Statement or use of the related prospectus) (a "Blackout Notice"), the Company shall have the right to defer such filing (or suspend such effectiveness) immediately for a period of not more than thirty (30) days beyond such the date by which such Registration Statement was otherwise required to be filed (or required to remain in effect). The Investor acknowledges that it would be seriously detrimental to the Company and its shareholders for such Registration Statement to be filed (or remain in effect) and therefore essential to defer such filing (or suspend such effectiveness) and agrees to suspend any disposition of the Registrable Securities pursuant to any such Registration Statement immediately for a period of not more than thirty (30) days upon receipt of such notice. The Company may not utilize any of its rights under this Section 1.1(c) to defer the filing of a Registration Statement (or suspend its effectiveness) more than once in any eighteen (18) month period.
Deferral and Suspension. At anytime after receiving a Demand Notice or after any Demand Registration Statement has become effective, the Company may, upon giving prompt written notice of such action to Lavazza, defer the filing of or suspend the use of any such Demand Registration Statement if, in the good faith judgment of the Company, the filing or use of a registration statement covering the Registrable Securities would be detrimental to the Company or its shareholders at such time and the Company concludes, as a result, that it is in the best interests of the Company or its shareholders to defer the filing or suspend the use of such Demand Registration Statement at such time. The Company shall have the right to defer the filing of or suspend such Demand Registration Statement for a period of not more than one hundred twenty (120) days from the date the Company notifies Lavazza of such deferral or suspension. In the case of the suspension of any effective Demand Registration Statement, Lavazza, immediately upon receipt of notice thereof from the Company, will discontinue any sales of Registrable Securities pursuant to such Demand Registration Statement until advised in writing by the Company that the use of such Demand Registration Statement may be resumed. In the case of a deferred Demand Registration Statement, the Company shall provide prompt written notice to Lavazza of (i) the Company’s decision to file or seek effectiveness of the Demand Registration Statement following such deferral and (ii) the effectiveness of such
Deferral and Suspension. Notwithstanding any other provision of this Section 2, if the Company shall furnish to Holders requesting the filing of a registration statement or the initiation of an offering a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed or offering to be undertaken, for instance, if it would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (iii) render the Company unable to comply with requirements under applicable securities laws, then the Company shall have the right to defer the filing of a registration statement or suspend the use of a registration statement; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period and not for more than ninety (90) days for each such deferral or suspension.
Deferral and Suspension. At any time after being obligated to file, or after the Resale Registration Shelf has become effective, the Company may defer the filing of or suspend the use of the Resale Registration Shelf upon written notice to the Holders if, in the good faith judgement of the Board, the filing or continued use of the Resale Registration Shelf would be materially detrimental to the Company or its stockholders, including due to the existence of material non-public information. Any such deferral or suspension shall not exceed 45 days per instance and no more than two (2) such instances, and no more than 90 aggregate days, in any rolling twelve (12) month period. During any suspension, the Holders shall immediately discontinue sales pursuant to the prospectus until receipt of notice that sales may resume. For the avoidance of doubt, no liquidated damages shall accrue during any suspension or deferral permitted by this Section 2.1(c). During any suspension period, Holders may demand (and the Company shall pay) cash settlement of their Registrable Securities at fair market value.
Deferral and Suspension. Sections 1.1(b), (c) and (d) ------------------------------------------------------ notwithstanding, if Sonic Solutions shall furnish to the Investor notice signed by the Chairman and Chief Executive Officer of Sonic Solutions stating that the Board of Directors of Sonic Solutions has, by duly authorized resolution, determined in good faith that it would be seriously detrimental to Sonic Solutions and its shareholders for the Registration Statement to be filed (or remain in effect) and it is therefore essential to defer the filing of such Registration Statement (or temporarily suspend the effectiveness of such Registration Statement or use of the related prospectus) (a "Blackout Notice"), Sonic Solutions shall have the right to defer such filing (or suspend such effectiveness) immediately for a period of not more than thirty (30) days beyond such the date by which such Registration Statement was otherwise required to be filed (or required to remain in effect). The Investor acknowledges that it would be seriously detrimental to Sonic Solutions and its shareholders for such Registration Statement to be filed (or remain in effect) and therefore essential to defer such filing (or suspend such effectiveness) and agrees to cease any disposition 2 of the Registrable Securities immediately upon receipt of such notice. Sonic Solutions may not utilize any of its rights under this Section 1.1(f) to defer the filing of a Registration Statement (or suspend its effectiveness) more than twice in any twelve (12) month period. Following such deferral or suspension, the Investor shall be entitled to Blackout Shares as set forth in Section 2.7 of the Stock purchase agreement.
Deferral and Suspension. Sections 1.1(c) and (d) notwithstanding, if the Company shall furnish to the Investor notice signed by the Chairman and Chief Executive Officer of the Company stating that the Board of Directors of the Company has, by duly authorized resolution, determined in good faith that it would be seriously detrimental to the Company and its shareholders for the Registration Statement to be filed (or remain in effect) and it is therefore essential to defer the filing of such Registration Statement (or temporarily suspend the effectiveness of such Registration Statement or use of the related prospectus), the Company shall
Deferral and Suspension. At any time after being obligated to file any Registration Statement pursuant to Section 2.1, or after any such Registration Statement has become effective, the Company may defer the filing of or suspend the use of such Registration Statement, upon giving written notice of such action to the Holders with a certificate signed by the Principal Executive Officer of the Company stating that in the good faith judgment of the Board after consultation with outside legal counsel for the Company, the filing or use of such Registration Statement would be seriously detrimental to the Company or its stockholders at such time and that the Board concludes, as a result, that it is in the best interests of the Company and its stockholders to defer the filing or suspend the use of such Registration Statement at such time. The Company shall have the right to defer the filing of or suspend the use of any Registration Statement for one or more periods not to exceed an aggregate of sixty (60) days in any twelve (12) month period from the date the Company notifies the Holders of such deferral or suspension; provided that the Company shall not exercise the right contained in this Section 2.1(c) more than two (2) times in any twelve (12) month period. In the case of the suspension of use of any effective Registration Statement, the Holders, immediately upon receipt of notice thereof from the Company, shall discontinue any offers or sales of Registrable Securities pursuant to such Registration Statement until advised in writing by the Company immediately following the conclusion of such event that the use of such Registration Statement may be resumed. In the case of either a suspension of use of, or deferred filing of, any Registration Statement, the Company shall, during the pendency of such suspension or deferral, use its reasonable best efforts to resolve such items or events the Board has identified that would be seriously detrimental to the Company or its stockholders.